Common use of Method and Place of Payment Clause in Contracts

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments to be made by the Borrower under this Agreement shall be made, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of all the Lenders not later than 12:00 Noon (New York time) on the date when due. Such payments shall be made in immediately available funds at the office of the Administrative Agent from time to time notified by the Administrative Agent to the Borrower (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii)), it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in its account at an office of the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such account. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York time) on such day, otherwise the next Business Day) like funds relating to the payment of principal or interest ratably to the Lenders entitled thereto. A payment shall be deemed to have been made by the Administrative Agent on the date on which it is required to be made under this Agreement if the Administrative Agent has, on or before such date, taken steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent in order to make such payment. (b) Any payments under this Agreement that are made later than 2:00 p.m. (New York time) shall be deemed to have been made on the next succeeding Business Day. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. All payments under this Agreement and under any Note shall be made (ai) Except to the Administrative Agent at its Notice Office for the account of the Lender or Lenders entitled thereto, or, except as otherwise specifically provided herein, all payments directly to be made by the Borrower under this Agreement shall be madesuch Lender or Lenders, without set-offin each case, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of all the Lenders not later than 12:00 Noon (New York time) on the date when due. Such payments shall be made in immediately available funds at the office of the Administrative Agent from time to time notified by the Administrative Agent to the Borrower (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii)), it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in its account at an office of the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such account. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York time) on such day, otherwise the next Business Day) like funds relating to the payment of principal or interest ratably to the Lenders entitled thereto. A payment shall be deemed to have been made by the Administrative Agent on the date on which it is required to be made under this Agreement if the Administrative Agent has, on or before such date, taken steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent in order to make such payment. (b) Any payments under this Agreement that are made later than 2:00 p.m. (New York City time) shall on the date when due (or, in connection with any prepayment of all outstanding Term Loans, such later time on the specified prepayment date as the Administrative Agent may agree), (ii) in Dollars in immediately available funds and (iii) free and clear of and without condition or deduction for any counterclaim, defense, recoupment or setoff. Any payment received after such time on such date referred to in the first sentence of this Section 5.03 shall, at the option of the Administrative Agent, be deemed to have been made received on the next succeeding Business Day. Whenever any payment to be made hereunder or under any Note shall be stated to be due on a day that which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately during such extension. Unless the Administrative Agent shall have received notice from Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that Borrower will not make such extensionpayment, the Administrative Agent may assume that Xxxxxxxx has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if Borrower has not in fact made such payment, then each Lender severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments to be made by the Borrower under this Agreement shall be mademade by the Borrower, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of all the Lenders entitled thereto, the Letter of Credit Issuer or the Swingline Lender, as the case may be, not later than 12:00 Noon (New York City time) on the date when due. Such payments due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office of as the Administrative Agent from time to time notified shall specify for such purpose by the Administrative Agent notice to the Borrower (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii))Borrower, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in its the Borrower’s account at an office of the Administrative Agent Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All payments under each Credit Document (whether of principal, interest or otherwise) shall be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York City time) on such day, otherwise the next Business Day) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. A payment shall be deemed to have been made by the Administrative Agent on the date on which it is required to be made under this Agreement if the Administrative Agent has, on or before such date, taken steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent in order to make such payment. (b) Any payments under this Agreement that are made later than 2:00 p.m. (New York City time) shall be deemed to have been made on the next succeeding Business Day. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments to be made by the Borrower under this Agreement shall be made, without set-off, counterclaim or deduction of any kind, made to the Administrative Agent for the ratable (based on its pro rata share) account of all the Lenders entitled thereto, not later than 12:00 Noon noon (New York timelocal time at the Payment Office) on the date when due. Such payments due and shall be made at the Payment Office in immediately available funds at the office and in lawful money of the Administrative Agent from time to time notified by the Administrative Agent to the Borrower (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii))United States of America, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in its the Borrower’s account at an office of the Administrative Agent Payment Office shall constitute the making of such payment to the extent of such funds held in such account. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York time) on such day, otherwise the next Business Day) like funds relating to the payment of principal or interest ratably to the Lenders entitled thereto. A payment shall be deemed to have been made by the Administrative Agent on the date on which it is required to be made under this Agreement if the Administrative Agent has, on or before such date, taken steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent in order to make such payment. (b) Any payments under this Agreement that are made later than 2:00 p.m. 12:00 noon (New York timelocal time at the Payment Office) shall be deemed to have been made on the next succeeding Business Day. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension. (b) If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest and Fees then due hereunder and an Event of Default is not then in existence, such funds shall be applied (i) first, towards payment of interest and Fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and Fees then due to such parties, and (ii) second, towards payment of principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments to be made by the Borrower under this Agreement shall be mademade by the Borrower, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of all the Lenders entitled thereto, not later than 12:00 Noon (New York City time) on the date when due. Such payments due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office of as the Administrative Agent from time to time notified shall specify for such purpose by the Administrative Agent notice to the Borrower (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii))Borrower, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in its the Borrower’s account at an office of the Administrative Agent Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All payments under each Credit Document (whether of principal, interest or otherwise) shall be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York City time) on such day, otherwise the next Business Day) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. A payment shall be deemed to have been made by the Administrative Agent on the date on which it is required to be made under this Agreement if the Administrative Agent has, on or before such date, taken steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent in order to make such payment. (b) Any payments under this Agreement that are made later than 2:00 p.m. (New York City time) shall be deemed to have been made on the next succeeding Business Day. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments to be made by the Borrower under this Agreement shall be mademade by the Borrower, without set-off, counterclaim or deduction of any kind, to the Administrative Agent Agent, for the ratable account of all the Lenders entitled thereto or the Letter of Credit Issuer not later than 12:00 Noon (New York City time) on the date when due. Such payments due and shall be made in Dollars and in immediately available funds at the office Administrative Agent’s Office. All payments under each Credit Document (whether of the Administrative Agent from time to time notified by the Administrative Agent to the Borrower (but initially the office set forth for the Administrative Agent principal, interest or otherwise) shall be made in Section 12.2(a)(ii)), it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in its account at an office of the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such accountDollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent Agent, prior to 2:00 p.m. (New York City time) on such day, otherwise the next Business Day) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. A payment shall be deemed to have been made by the Administrative Agent on the date on which it is required to be made under this Agreement if the Administrative Agent has, on or before such date, taken steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent in order to make such payment. (b) Any payments by the Borrower under this Agreement that are made later than 2:00 p.m. (New York City time) shall be deemed to have been made on the next succeeding Business Day. Whenever Except as otherwise provided herein, whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension. (c) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the Letter of Credit Issuers hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Letter of Credit Issuers, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or the Letter of Credit Issuers, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or Letter of Credit Issuer, with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments to under this Agreement shall be made by the Borrower under this Agreement shall be made, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of all the Lenders entitled thereto or the Issuing Banks entitled thereto, as the case may be, not later than 12:00 Noon 2:00 p.m. (New York City time) ), in each case, on the date when due. Such payments due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office of as the Administrative Agent from time to time notified shall specify for such purpose by the Administrative Agent notice to the Borrower (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii))Borrower, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in its the Borrower’s account at an office of the Administrative Agent Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder and all other payments under each Credit Document shall be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York City time) or, otherwise, on such day, otherwise the next Business DayDay in the sole discretion of the Administrative Agent) like funds relating to the payment of principal or interest or fees ratably to the Lenders or the Issuing Banks, as applicable, entitled thereto. A payment shall be deemed to have been made by the Administrative Agent on the date on which it is required to be made under this Agreement if the Administrative Agent has, on or before such date, taken steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent in order to make such payment. (b) Any For purposes of computing interest or fees, any payments under this Agreement that are made later than 2:00 p.m. (New York City time) shall be deemed to have been made on the next succeeding Business DayDay in the sole discretion of the Administrative Agent. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments to be made by the Borrower under this Agreement shall be made, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of all the Lenders entitled thereto, the Letter of Credit Issuer or Chase, as the case may be, not later than 12:00 Noon (New York time) on the date when due. Such payments due and shall be made in immediately available funds and in lawful money of the United States of America at the office of the Administrative Agent from time to time notified by the Administrative Agent to the Borrower (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii))Agent's Office, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in its the Borrower's account at an office of the Administrative Agent Agent's Office shall constitute the making of such payment to the extent of such funds held in such account. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. P.M. (New York time) on such day, otherwise the next Business Day) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. A payment shall be deemed to have been made by the Administrative Agent on the date on which it is required to be made under this Agreement if the Administrative Agent has, on or before such date, taken steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent in order to make such payment. (b) Any payments under this Agreement that are made later than 2:00 p.m. P.M. (New York time) shall be deemed to have been made on the next succeeding Business Day. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments to under this Agreement shall be made by the Borrower under this Agreement shall be made, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of all the Lenders entitled thereto, as the case may be, not later than 12:00 Noon (New York time) 2:00 p.m., in each case, on the date when due. Such payments due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office of as the Administrative Agent from time to time notified shall specify for such purpose by the Administrative Agent written notice to the Borrower (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii))Borrower, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in its the Borrower’s account at an office of the Administrative Agent Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Term Loans (whether of principal, interest or otherwise) hereunder and all other payments under each Credit Document shall be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York time) or, otherwise, on such day, otherwise the next Business Day) like funds relating to the payment of principal or interest or fees ratably to the Lenders entitled thereto. A payment shall be deemed to have been made by the Administrative Agent on the date on which it is required to be made under this Agreement if the Administrative Agent has, on or before such date, taken steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent in order to make such payment. (b) Any payments under this Agreement that are made later than 2:00 p.m. (New York time) shall be deemed to have been made on the next succeeding Business Day. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments to be made by the Borrower under this Agreement shall be mademade by the Borrower, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of all the Lenders entitled thereto, not later than 12:00 Noon 2:00 p.m. (New York City time) ), in each case, on the date when due. Such payments due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office of the Administrative Agent from time to time notified by the Administrative Agent to the Borrower (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii)), it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in its account at an office of as the Administrative Agent shall constitute the making of specify for such payment purpose by notice to the extent Borrower. All repayments or prepayments of such funds held any Loans (whether of principal, interest or otherwise) hereunder and all other payments under each Credit Document shall, unless otherwise specified in such accountCredit Document, be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York City time) or, otherwise, on such day, otherwise the next Business DayDay in the Administrative Agent’s sole discretion) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. A payment shall be deemed to have been made by the Administrative Agent on the date on which it is required to be made under this Agreement if the Administrative Agent has, on or before such date, taken steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent in order to make such payment. (b) Any payments under this Agreement that are made later than 2:00 p.m. (New York City time) shall may be deemed to have been made on the next succeeding Business DayDay in the Administrative Agent’s sole discretion for purposes of calculating interest thereon. Whenever Except as otherwise provided herein, whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all All payments to be made by the Borrower under this Agreement shall be mademade by the Borrower, without set-off, counterclaim or deduction of any kind. Except as otherwise specifically provided in this Agreement, all payments by the Borrower under this Agreement shall be made in Dollars to the Administrative Agent for the ratable account of all the applicable Lenders entitled thereto, the applicable Letter of Credit Issuer or the Swingline Lender (except to the extent payments are to be made directly to such Letter of Credit Issuer or the Swingline Lender), as the case may be, not later than 12:00 Noon 2:00 p.m. (New York City time) on the date when due. Such payments due and shall be made in immediately available funds at the office of the Administrative Agent from time to time notified by the Administrative Agent to the Borrower (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii)), Agent’s Office it being understood that written written, electronic or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in its the Borrower’s account at an office of the Administrative Agent Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York City time) on such dayday and, otherwise if not, on the next Business DayDay in the Administrative Agent’s sole discretion) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. A payment shall be deemed thereto or to have been made by the Administrative Agent on Letter of Credit Issuer or the date on which it is required to be made under this Agreement if the Administrative Agent hasSwingline Lender, on or before such date, taken steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent in order to make such paymentas applicable. (b) Any For purposes of computing interest or fees, any payments under this Agreement that are made later than 2:00 p.m. (New York City time) shall be deemed to have been made on the next succeeding Business DayDay in the Administrative Agent’s sole discretion (and the Administrative Agent may extend such deadline in its discretion whether or not such payments are in process). Whenever Except as otherwise provided in this Agreement, whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments to be made by the Borrower under this Agreement shall be made, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for for, as the case may be, (i) the ratable account of all the Lenders holding Revolving Credit Loans or (ii) the account of each Letter of Credit Issuer, not later than 12:00 Noon noon (New York time) on the date when due. Such payments shall be made in immediately available funds at the office of the Administrative Agent from time to time notified by the Administrative Agent to the Borrower (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii)), it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in its account at an office of the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such account. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York time) on such day, otherwise the next Business Day) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. A payment shall be deemed to have been made by the Administrative Agent on the date on which it is required to be made under this Agreement if the Administrative Agent has, on or before such date, taken steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent in order to make such payment. (b) Any payments under this Agreement that are made later than 2:00 p.m. (New York time) shall be deemed to have been made on the next succeeding Business Day. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments to be made by the Borrower under this Agreement shall be made, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for for, as the case may be, (i) the ratable account of all the Lenders holding Revolving Credit Loans, (ii) the account of the Swingline Lender or (iii) the account of each Letter of Credit Issuer, not later than 12:00 Noon noon (New York time) on the date when due. Such payments shall be made in immediately available funds at the office of the Administrative Agent from time to time notified by the Administrative Agent to the Borrower (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii)), it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in its account at an office of the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such account. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York time) on such day, otherwise the next Business Day) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. A payment shall be deemed to have been made by the Administrative Agent on the date on which it is required to be made under this Agreement if the Administrative Agent has, on or before such date, taken steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent in order to make such payment. (b) Any payments under this Agreement that are made later than 2:00 p.m. (New York time) shall be deemed to have been made on the next succeeding Business Day. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments to be made by the Borrower under this Agreement shall be made, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for for, as the case may be, (i) the ratable account of all the Lenders holding Revolving Credit Loans, (ii) subject to Section 2.16(c), the account of the Swingline Lender with respect to Swingline Loans or (iii) the account of each Letter of Credit Issuer, not later than 12:00 Noon (New York time) on the date when due. Such payments shall be made in immediately available funds at the office of the Administrative Agent from time to time notified by the Administrative Agent to the Borrower (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii)), it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in its account at an office of the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such account. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York time) on such day, otherwise the next Business Day) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. A payment shall be deemed to have been made by the Administrative Agent on the date on which it is required to be made under this Agreement if the Administrative Agent has, on or before such date, taken steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent in order to make such payment. (b) Any payments under this Agreement that are made later than 2:00 p.m. (New York time) shall be deemed to have been made on the next succeeding Business Day. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments to be made by the Borrower under this Agreement shall be mademade by the applicable Borrower, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of all the Lenders entitled thereto, the Letter of Credit Issuer or the Swingline Lender entitled thereto, as the case may be, not later than 12:00 Noon 2:00 p.m. (New York City time) ), in each case, on the date when due. Such payments due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office of as the Administrative Agent from time to time notified shall specify for such purpose by the Administrative Agent notice to the Borrower (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii))applicable Borrower, it being understood that written or facsimile notice by the applicable Borrower to the Administrative Agent to make a payment from the funds in its the Parent Borrower’s account at an office of the Administrative Agent Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York City time) or, otherwise, on such day, otherwise the next Business Day) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. A payment shall be deemed to have been made by the Administrative Agent on the date on which it is required to be made under this Agreement if the Administrative Agent has, on or before such date, taken steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent in order to make such payment. (b) Any payments under this Agreement that are made later than 2:00 p.m. (New York City time) shall be deemed to have been made on the next succeeding Business Day. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments to be made by the Borrower under this Agreement shall be made, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for for, as the case may be, the (i) ratable account of all the Lenders holding Revolving Credit Loans or (ii) account of each Letter of Credit Issuer, not later than 12:00 Noon (New York time) on the date when due. Such payments shall be made in immediately available funds at the office of the Administrative Agent from time to time notified by the Administrative Agent to the Borrower (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii)), it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in its account at an office of the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such account. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York time) on such day, otherwise the next Business Day) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. A payment shall be deemed to have been made by the Administrative Agent on the date on which it is required to be made under this Agreement if the Administrative Agent has, on or before such date, taken steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent in order to make such payment. (b) Any payments under this Agreement that are made later than 2:00 p.m. (New York time) shall be deemed to have been made on the next succeeding Business Day. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments to be made by the Borrower under this Agreement shall be mademade by the Borrower, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of all the Lenders entitled thereto, not later than 12:00 Noon noon (New York Central time) on the date when due. Such payments due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office of as the Administrative Agent from time to time notified shall specify for such purpose by the Administrative Agent notice to the Borrower (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii))Borrower, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in its the Borrower’s account at an office of the Administrative Agent Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of Loans (whether of principal, interest or otherwise) hereunder shall be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York Central time) on such day, otherwise the next Business Day) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. A payment shall be deemed to have been made by the Administrative Agent on the date on which it is required to be made under this Agreement if the Administrative Agent has, on or before such date, taken steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent in order to make such payment. (b) Any payments under this Agreement that are made later than 2:00 p.m. (New York Central time) shall be deemed to have been made on the next succeeding Business Day. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) All payments under this Agreement shall be made by the Borrower, without deduction for any set-off, counterclaim or recoupement of any kind. Except as otherwise specifically provided hereinin this Agreement, all payments to be made by the Borrower under this Agreement shall be mademade in Dollars (or, without set-offin respect of Obligations denominated in an Alternative Currency, counterclaim or deduction of any kind, in such Alternative Currency) to the Administrative Agent for the ratable account of all the applicable Lenders entitled thereto, the applicable Letter of Credit Issuer or the Swingline Lender (except to the extent payments are to be made directly to such Letter of Credit Issuer or the Swingline Lender), as the case may be, not later than 12:00 Noon 2:00 p.m. (New York City time) on the date when due. Such payments due and shall be made in immediately available funds at the office of the Administrative Agent from time to time notified by the Administrative Agent to the Borrower (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii)), Agent’s Office it being understood that written written, electronic or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in its the Borrower’s account at an office of the Administrative Agent Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York time) on such day, otherwise the next Business Day) in like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. A payment shall be deemed thereto or to have been made by the Administrative Agent on applicable Letter of Credit Issuer or the date on which it is required to be made under this Agreement if the Administrative Agent hasSwingline Lender, on or before such date, taken steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent in order to make such paymentas applicable. (b) Any For purposes of computing interest or fees, any payments under this Agreement that are made later than 2:00 p.m. (New York City time) shall may be deemed to have been made on the next succeeding Business DayDay in the Administrative Agent’s sole discretion (and the Administrative Agent may extend such deadline in its discretion whether or not such payments are in process). Whenever Except as otherwise provided in this Agreement, whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments to be made by the Borrower under this Agreement shall be mademade by the Borrower, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of all the Lenders entitled thereto not later than 12:00 Noon (New York City time) on the date when due. Such payments due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office of as the Administrative Agent from time to time notified shall specify for such purpose by the Administrative Agent notice to the Borrower (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii))Borrower, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in its the Borrower’s account at an office of the Administrative Agent Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All payments under each Credit Document (whether of principal, interest or otherwise) shall be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York City time) on such day, otherwise the next Business Day) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. A payment shall be deemed to have been made by the Administrative Agent on the date on which it is required to be made under this Agreement if the Administrative Agent has, on or before such date, taken steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent in order to make such payment. (b) Any payments under this Agreement that are made later than 2:00 p.m. (New York City time) shall be deemed to have been made on the next succeeding Business DayDay in the Administrative Agent’s sole discretion. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all All payments to be made by the Borrower under this Agreement shall be mademade by the Borrower, without set-off, counterclaim or deduction of any kind. Except as otherwise specifically provided in this Agreement, all payments by the Borrower under this Agreement shall be made in Dollars to the Administrative Agent for the ratable account of all the applicable Lenders entitled thereto, the applicable Letter of Credit Issuer or the Swingline Lender (except to the extent payments are to be made directly to such Letter of Credit Issuer or the Swingline Lender), as the case may be, not later than 12:00 Noon 2:00 p.m. (New York City time) on the date when due. Such payments due and shall be made in immediately available funds at the office of the Administrative Agent from time to time notified by the Administrative Agent to the Borrower (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii)), Agent’s Office it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in its the Borrower’s account at an office of the Administrative Agent Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York City time) on such dayday and, otherwise if not, on the next Business DayDay in the Administrative Agent’s sole discretion) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. A payment shall be deemed thereto or to have been made by the Administrative Agent on Letter of Credit Issuer or the date on which it is required to be made under this Agreement if the Administrative Agent hasSwingline Lender, on or before such date, taken steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent in order to make such paymentas applicable. (b) Any For purposes of computing interest or fees, any payments under this Agreement that are made later than 2:00 p.m. (New York City time) shall be deemed to have been made on the next succeeding Business DayDay in the Administrative Agent’s sole discretion (and the Administrative Agent may extend such deadline in its discretion whether or not such payments are in process). Whenever Except as otherwise provided in this Agreement, whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments to be made by the Borrower under this Agreement shall be mademade by the Borrower, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of all the Lenders entitled thereto, as the case may be, not later than 12:00 Noon noon (New York City time) on the date when due. Such payments due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office of as the Administrative Agent from time to time notified shall specify for such purpose by the Administrative Agent notice to the Borrower (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii))Borrower, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in its the Borrower’s account at an office of the Administrative Agent Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. 12:00 noon (New York City time) or, otherwise, on such day, otherwise the next Business DayDay in the Administrative Agent’s sole discretion) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. A payment shall be deemed to have been made by the Administrative Agent on the date on which it is required to be made under this Agreement if the Administrative Agent has, on or before such date, taken steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent in order to make such payment. (b) Any payments under this Agreement that are made later than 2:00 p.m. 12:00 noon (New York City time) shall may be deemed to have been made on the next succeeding Business DayDay in the Administrative Agent’s sole discretion for purposes of calculating interest thereon. Whenever Except as otherwise provided herein, whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments to be made by the Borrower under this Agreement shall be mademade by the Borrower, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of all the Lenders entitled thereto, the Letter of Credit Issuers or the Swingline Lenders (except to the extent payments are to be made directly to a Letter of Credit Issuer or a Swingline Lender), as the case may be, not later than 12:00 Noon 2:00 p.m. (New York City time) on the date when due. Such payments due and shall be made in immediately available funds in Dollars at the office of the Administrative Agent from time to time notified by the Administrative Agent to the Borrower (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii))Agent’s Office, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in its the Borrower’s account at an office of the Administrative Agent Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 2:30 p.m. (New York City time) on such dayday and, otherwise if not, on the next Business DayDay in the sole discretion of the Administrative Agent) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. A payment shall be deemed thereto or to have been made by the Administrative Agent on Letter of Credit Issuer or the date on which it is required to be made under this Agreement if the Administrative Agent hasSwingline Lender, on or before such date, taken steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent in order to make such paymentas applicable. (b) Any For purposes of computing interest or fees, any payments under this Agreement that are made later than 2:00 p.m. (New York City time) shall be deemed to have been made on the next succeeding Business DayDay in the sole discretion of the Administrative Agent (which may extend such deadline in its discretion whether or not such payments are in process). Whenever Except as otherwise provided herein, whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments to be made by the Borrower under this Agreement shall be mademade by the Borrower, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of all the Lenders entitled thereto or the Letter of Credit Issuer entitled thereto, as the case may be, not later than 12:00 Noon (New York time) 2:00 p.m., in each case, on the date when due. Such payments due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office of as the Administrative Agent from time to time notified shall specify for such purpose by the Administrative Agent written notice to the Borrower (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii))Borrower, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in its the Borrower’s account if any, at an office of the Administrative Agent Agent’s Office shall constitute the making of such payment to the extent of such funds held in any such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York time) or, otherwise, on such day, otherwise the next Business DayDay in the Administrative Agent’s sole discretion) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. A payment shall be deemed to have been made by the Administrative Agent on the date on which it is required to be made under this Agreement if the Administrative Agent has, on or before such date, taken steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent in order to make such payment. (b) Any payments under this Agreement that are made later than 2:00 p.m. (New York time) shall may be deemed to have been made on the next succeeding Business DayDay in the Administrative Agent’s sole discretion for purposes of calculating interest thereon. Whenever Except as otherwise provided herein, whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all All payments to be made by the Borrower under this Agreement shall be mademade by the Borrower, without set-off, counterclaim or deduction of any kind. Except as otherwise specifically provided in this Agreement, all payments by the Borrower under this Agreement shall be made in Dollars to the Administrative Agent for the ratable account of all the applicable Lenders entitled thereto, the applicable Letter of Credit Issuer or the Swingline Lender (except to the extent payments are to be made directly to such Letter of Credit Issuer or the Swingline Lender), as the case may be, not later than 12:00 Noon 2:00 p.m. (New York City time) on the date when due. Such payments due and shall be made in immediately available funds at the office of the Administrative Agent from time to time notified by the Administrative Agent to the Borrower (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii)), Agent’s Office it being understood that written written, electronic or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in its the Borrower’s account at an office of the Administrative Agent Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York time) on such day, otherwise the next Business Day) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. A payment shall be deemed thereto or to have been made by the Administrative Agent on applicable Letter of Credit Issuer or the date on which it is required to be made under this Agreement if the Administrative Agent hasSwingline Lender, on or before such date, taken steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent in order to make such paymentas applicable. (b) Any For purposes of computing interest or fees, any payments under this Agreement that are made later than 2:00 p.m. (New York City time) shall may be deemed to have been made on the next succeeding Business DayDay in the Administrative Agent’s sole discretion (and the Administrative Agent may extend such deadline in its discretion whether or not such payments are in process). Whenever Except as otherwise provided in this Agreement, whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all All payments to be made by the Borrower under this Agreement shall be mademade by the Borrower, without set-off, counterclaim or deduction of any kind, and except as otherwise specifically provided herein, such payments shall be made to the Administrative Agent for the ratable account of all the Lenders entitled thereto or the Letter of Credit Issuer entitled thereto, as the case may be, not later than 12:00 Noon 2:00 p.m. (New York City time) (or, in the case of Loans denominated in Alternative Currencies, not later than the local time in the place of settlement for such Alternative Currency as may be determined by the Administrative Agent), in each case on the date when due. Such payments due and shall be made in immediately available funds at the Administrative Agent’s Office with respect to the applicable currency or at such other office of as the Administrative Agent from time to time notified shall specify for such purpose by the Administrative Agent notice to the Borrower (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii))Borrower, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in its the Borrower’s account at an office of the Administrative Agent Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York City time) or, otherwise, on such day, otherwise the next Business Day) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. A payment shall be deemed to have been made by the Administrative Agent on the date on which it is required to be made under this Agreement if the Administrative Agent has, on or before such date, taken steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent in order to make such payment. (b) Any payments under this Agreement that are made later than 2:00 p.m. (New York City time) shall (or, in the case of Loans denominated in Alternative Currencies, not later than the local time in the place of settlement for such Alternative Currency as may be determined by the Administrative Agent) may be deemed to have been made on the next succeeding Business DayDay in the Administrative Agent’s sole discretion for purposes of calculating interest thereon. Whenever Except as otherwise provided herein, whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments to be made by the Borrower under this Agreement shall be mademade by the Parent Borrower, on behalf of the Borrowers, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of all the Lenders entitled thereto, the Letter of Credit Issuer or the Swingline Lender entitled thereto, as the case may be, not later than 12:00 Noon 2:00 p.m. (New York City time) ), in each case, on the date when due. Such payments due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office of as the Administrative Agent from time to time notified shall specify for such purpose by the Administrative Agent notice to the Borrower (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii))Parent Borrower, it being understood that written or facsimile notice by the Parent Borrower to the Administrative Agent to make a payment from the funds in its the Parent Borrower’s account at an office of the Administrative Agent Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder and all other payments under each Credit Document shall be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York City time) or, otherwise, on such day, otherwise the next Business Day) like funds relating to the payment of principal or interest or fees ratably to the Lenders entitled thereto. A payment shall be deemed to have been made by the Administrative Agent on the date on which it is required to be made under this Agreement if the Administrative Agent has, on or before such date, taken steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent in order to make such payment. (b) Any payments under this Agreement that are made later than 2:00 p.m. (New York City time) shall be deemed to have been made on the next succeeding Business Day. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments to under this Agreement shall be made by the Borrower under this Agreement shall be made, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of all the Lenders entitled thereto not later than 12:00 Noon noon (New York City time) ), in each case, on the date when due. Such payments due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office of as the Administrative Agent from time to time notified shall specify for such purpose by the Administrative Agent notice to the Borrower (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii)), Borrower; it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in its the Borrower’s account at an office of the Administrative Agent Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder and all other payments under each Credit Document shall be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day following Business Day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York City time) or, otherwise, on such day, otherwise the next succeeding Business DayDay in the sole discretion of the Administrative Agent) like funds relating to the payment of principal or interest or fees ratably to the Lenders entitled thereto. A payment shall be deemed to have been made by the Administrative Agent on the date on which it is required to be made under this Agreement if the Administrative Agent has, on or before such date, taken steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent in order to make such payment. (b) Any For purposes of computing interest or fees, any payments under this Agreement that are made later than 2:00 p.m. (New York City time) shall be deemed to have been made on the next succeeding Business DayDay in the sole discretion of the Administrative Agent. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments to be made by the Borrower under this Agreement shall be made, without set-off, counterclaim or deduction of any kind, made to the Administrative Agent Agent, for the ratable account of all the Lenders Banks entitled thereto, not later than 12:00 Noon 1:00 P.M. (New York time) on the date when due. Such payments due and shall be made in immediately available funds in lawful money of the United States of America to the account specified therefor by the Agent or if no account has been so specified at the office of the Administrative Agent from time to time notified by the Administrative Agent to the Borrower (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii))Agent's Office, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in its the Borrower's account at an office of the Administrative Agent Agent's Office shall constitute the making of such payment to the extent of such funds held in such account. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was is actually received by the Administrative Agent in New York prior to 2:00 p.m. 1:00 P.M. (New York time) on such day, otherwise the next Business Day) like funds relating to the payment of principal or interest or fees ratably to the Lenders Banks entitled thereto. A payment shall be deemed to have been made by the Administrative Agent on the date on which it is required to be made under this Agreement if the Administrative Agent has, on or before such date, taken steps to make receive any such payment in accordance with the regulations or operating procedures terms of this Agreement. If and to the clearing or settlement system used extent that any such distribution shall not be so made by the Administrative Agent in order full on the same day (if payment is actually received by the Agent prior to make 1:00 P.M. (New York time) on such paymentday), the Agent shall pay to each Bank its ratable amount thereof and each such Bank shall be entitled to receive from the Agent, upon demand, interest on such amount at the Federal Funds Rate for each day from the date such amount is paid to the Agent until the date the Agent pays such amount to such Bank. (b) Any payments under this Agreement that which are made by the Borrower later than 2:00 p.m. 1:00 P.M. (New York time) shall be deemed to have been made on the next succeeding Business Day. Whenever any payment to be made hereunder shall be stated to be due on a day that which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension, except that with respect to Reserve Adjusted Eurodollar Loans, if such next succeeding applicable Business Day is not in the same month as the date on which such payment would otherwise be due hereunder or under any Note, the due date with respect thereto shall be the next preceding applicable Business Day.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments to be made by the Borrower under this Agreement shall be mademade to Administrative Agent, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of all the Lenders entitled thereto, not later than 12:00 Noon (New York timelocal time in the city in which the Payment Office for the payment is located) on the date when due. Such payments due and shall be made in immediately available funds in the Applicable Currency and in each case to the account specified therefor for Administrative Agent or if no account has been so specified at the office of the Administrative Agent from time to time notified by the Administrative Agent to the Borrower (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii))Payment Office, it being understood that with respect to payments in Dollars, written telex or facsimile telecopy notice by the U.S. Borrower to the Administrative Agent to make a payment from the funds in its U.S. Borrower’s account at an office of the Administrative Agent Payment Office shall constitute the making of such payment to the extent of such funds held in such account. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York time) 12:00 Noon or local time in the city in which the Payment Office for the payment is located on such day, otherwise the next Business Day) like funds relating to the payment of principal or interest or fees ratably to the Lenders entitled thereto. A payment shall be deemed to have been made by the Administrative Agent on the date on which it is required to be made under this Agreement if the Administrative Agent has, on or before such date, taken steps to make receive any such payment in accordance with the regulations or operating procedures terms of this Agreement. If and to the clearing or settlement system used extent that any such distribution shall not be so made by the Administrative Agent in order full on the same day (if payment was actually received by Administrative Agent prior to make 12:00 Noon or local time in the city in which the Payment Office for the payment is located on such paymentday), Administrative Agent shall pay to each Lender its ratable amount thereof and each such Lender shall be entitled to receive from Administrative Agent, upon demand, interest on such amount at the overnight Federal Funds Rate (or the applicable cost of funds with respect to amounts denominated in an Alternative Currency) for each day from the date such amount is paid to Administrative Agent until the date Administrative Agent pays such amount to such Lender. (b) Any payments under this Agreement that which are made by any Borrower later than 2:00 p.m. 12:00 Noon (New York timelocal time in the city in which the Payment Office for the payment is located) shall shall, for the purpose of calculation of interest, be deemed to have been made on the next succeeding Business Day. Whenever any payment to be made hereunder shall be stated to be due on a day that which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension, except that with respect to Eurocurrency Loans, if such next succeeding Business Day is not in the same month as the date on which such payment would otherwise be due hereunder or under any Note, the due date with respect thereto shall be the next preceding applicable Business Day. (c) Unless Administrative Agent shall have received notice from the applicable Borrower prior to the date on which any payment is due to Administrative Agent for the account of the Lenders or the Issuing Lender hereunder that the applicable Borrower will not make such payment, Administrative Agent may assume that the applicable Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuing Lender, as the case may be, the amount due. In such event, if the applicable Borrower has not in fact made such payment, then each of the Lenders or the Issuing Lender, as the case may be, severally agrees to repay to Administrative Agent forthwith on demand the amount so distributed to such Lender or the Issuing Lender, with interest thereon, for each day from and including the date such amount is distributed to it but excluding the date of payment to Administrative Agent, at the Federal Funds Rate for amounts in Dollars (and, at Administrative Agent’s cost of funds for amounts in any Alternative Currency) for the first three days and thereafter at the Federal Funds Rate (or such cost of funds rate) plus 1%.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments to under this Agreement shall be made by the Borrower under this Agreement shall be made, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of all the Lenders entitled thereto or the Issuing Banks entitled thereto, as the case may be, not later than 12:00 Noon 2:00 p.m. (New York Fort Worth, Texas time) (or such later time as agreed to by the Administrative Agent in its reasonable discretion), in each case, on the date when due. Such payments due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office of as the Administrative Agent from time to time notified shall specify for such purpose by the Administrative Agent notice to the Borrower (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii))Borrower, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in its the Borrower’s account at an office of the Administrative Agent Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder and all other payments under each Credit Document shall be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 1:00 p.m. (New York Fort Worth, Texas time) or, otherwise, on such day, otherwise the next Business DayDay in the sole discretion of the Administrative Agent) like funds relating to the payment of principal or interest or fees ratably to the Lenders or the Issuing Banks, as applicable, entitled thereto. A payment shall be deemed to have been made by the Administrative Agent on the date on which it is required to be made under this Agreement if the Administrative Agent has, on or before such date, taken steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent in order to make such payment. (b) Any For purposes of computing interest or fees, any payments under this Agreement that are made later than 2:00 p.m. (New York Fort Worth, Texas time) (or such later time as agreed to by the Administrative Agent in its reasonable discretion) shall be deemed to have been made on the next succeeding Business DayDay in the sole discretion of the Administrative Agent. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments to be made by the Borrower under this Agreement shall be mademade by the Borrower, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of all the Lenders entitled thereto, the Letter of Credit Issuer or the Swingline Lender, as the case may be, not later than 12:00 Noon (New York City time) on the date when due. Such payments due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office of as the Administrative Agent from time to time notified shall specify for such purpose by the Administrative Agent notice to the Borrower (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii))Borrower, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in its the Borrower’s account at an office of the Administrative Agent Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York City time) on such day, otherwise the next Business Day) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. A payment shall be deemed to have been made by the Administrative Agent on the date on which it is required to be made under this Agreement if the Administrative Agent has, on or before such date, taken steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent in order to make such payment. (b) Any payments under this Agreement that are made later than 2:00 p.m. (New York City time) shall be deemed to have been made on the next succeeding Business Day. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments to be made by the Borrower under this Agreement shall be made, without set-off, counterclaim or deduction of any kind, made to the Administrative Agent Agent, for the ratable account of all the Lenders entitled thereto, not later than 12:00 Noon p.m. (New York timeCity time or, as applicable, local time in the financial center for the applicable Alternative Currency (with respect to Loans denominated in an Alternative Currency)) on the date when due. Such payments due and shall be made in immediately available funds at the office of the Administrative Agent from time to time notified by the Administrative Agent currency such Loan was advanced and in each case to the Borrower (but initially the office set forth account specified therefor for the Administrative Agent in Section 12.2(a)(ii)), it being understood that written or facsimile notice by if no account has been so specified at the Borrower to the Administrative Agent to make a payment from the funds in its account at an office of the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such accountNotice Address. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 12:00 p.m. (New York time) on such dayCity time or, otherwise as applicable, local time in the next Business Dayfinancial center for the applicable Alternative Currency (with respect to Loans denominated in an Alternative Currency)) like funds relating to the payment of principal or interest or fees ratably to the Lenders entitled thereto. A payment shall be deemed to have been made by the Administrative Agent on the date on which it is required to be made under this Agreement if the Administrative Agent has, on or before such date, taken steps to make receive any such payment in accordance with the regulations or operating procedures terms of this Agreement. If and to the clearing or settlement system used extent that any such distribution shall not be so made by the Administrative Agent in order full on the same day (if payment was actually received by the Administrative Agent prior to make 12:00 p.m. (New York City time or, as applicable, local time in the financial center for the applicable Alternative Currency (with respect to Loans denominated in an Alternative Currency)), the Administrative Agent shall pay to each Lender its ratable amount thereof and each such paymentLender shall be entitled to receive from the Administrative Agent, upon demand, interest on such amount at the overnight Federal Funds Rate (or the applicable cost of funds with respect to amounts denominated in an Alternative Currency) for each day from the date such amount is paid to the Administrative Agent until the date the Administrative Agent pays such amount to such Lender. (b) Any payments under this Agreement that which are made by any Borrower later than 2:00 12:00 p.m. (New York timeCity time or, as applicable, local time in the financial center for the applicable Alternative Currency (with respect to Loans denominated in an Alternative Currency)) shall shall, for the purpose of calculation of interest, be deemed to have been made on the next succeeding Business Day. Whenever any payment to be made hereunder shall be stated to be due on a day that which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension, except that with respect to Eurocurrency Loans, if such next succeeding Business Day is not in the same month as the date on which such payment would otherwise be due hereunder or under any Note, the due date with respect thereto shall be the next preceding applicable Business Day. (c) Notwithstanding the foregoing clauses (a) and (b), if any Defaulting Lender shall have failed to fund all or any portion of any Term Loan or any Multicurrency Revolving Loan (each such Loan, an “Affected Loan”), each payment by the applicable Borrower hereunder shall be applied first to such Affected Loan under the applicable Facility and the principal amount and interest with respect to such payment shall be distributed (i) to each Non-Defaulting Lender who is a Lender under such Facility, pro rata based on the outstanding principal amount of Affected Loans under such Facility owing to all Non-Defaulting Lenders, until the principal amount of all Affected Loans under such Facility has been repaid in full and (ii) to the extent of any remaining amount of such payment, to each Lender under such Facility, as set forth in clauses (a) and (b) above. Each payment made by the applicable Borrower on account of the interest on any Affected Loans under the applicable Facility shall be distributed to each Non-Defaulting Lender pro rata based on the outstanding principal amount of Affected Loans under such Facility owing to all Non-Defaulting Lenders. (d) All payments made by or on behalf of any Credit Party to or on behalf of any Lender, any Facing Agent or the Administrative Agent hereunder or under any Loan Document will be made without recoupment, setoff, counterclaim or other defense.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments to be made by the Borrower under this Agreement shall be made, without set-off, counterclaim or deduction of any kind, made to the Administrative Agent for the ratable (based on its pro rata share) account of all the Lenders entitled thereto, not later than 12:00 Noon noon (New York timelocal time at the Payment Office) on the date when due. Such payments due and shall be made at the Payment Office in immediately available funds at the office and in lawful money of the Administrative Agent from time to time notified by the Administrative Agent to the Borrower (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii))United States of America, it being understood that written or facsimile notice by the Borrower Borrowers to the Administrative Agent to make a payment from the funds in its the Borrowers’ account at an office of the Administrative Agent Payment Office shall constitute the making of such payment to the extent of such funds held in such account. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York time) on such day, otherwise the next Business Day) like funds relating to the payment of principal or interest ratably to the Lenders entitled thereto. A payment shall be deemed to have been made by the Administrative Agent on the date on which it is required to be made under this Agreement if the Administrative Agent has, on or before such date, taken steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent in order to make such payment. (b) Any payments under this Agreement that are made later than 2:00 p.m. 12:00 noon (New York timelocal time at the Payment Office) shall be deemed to have been made on the next succeeding Business Day. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension. (b) If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, Unpaid Drawings, interest and Fees then due hereunder and an Event of Default is not then in existence, such funds shall be applied (i) first, towards payment of interest and Fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and Fees then due to such parties, and (ii) second, towards payment of principal and Unpaid Drawings then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and Unpaid Drawings then due to such parties.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments to be made by the Borrower under this Agreement shall be made, without set-off, counterclaim or deduction of any kind, made to the Administrative Agent Agent, for the ratable account of all the Lenders Banks entitled thereto, not later than 12:00 Noon 2:00 P.M. (New York time) on the date when due. Such payments due and shall be made in immediately available funds at the office in lawful money of the Administrative Agent from time United States of America to time notified the account specified therefor by the Administrative Agent to the Borrower (but initially the office set forth for or if no account has been so specified at the Administrative Agent in Section 12.2(a)(ii))Agent's Office, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in its the Borrower's account at an office of the Administrative Agent Agent's Office shall constitute the making of such payment to the extent of such funds held in such account. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was is actually received by the Administrative Agent in New York City prior to 2:00 P.M. (New York time) on such day) funds relating to the payment of principal or interest or fees ratably to the Banks entitled to receive any such payment in accordance with the terms of this Agreement. If and to the extent that any such distribution shall not be so made by the Administrative Agent in full on the same day (if payment is actually received by the Administrative Agent prior to 2:00 p.m. P.M. (New York time) on such day), otherwise the next Business Day) like funds relating to the payment of principal or interest ratably to the Lenders entitled thereto. A payment shall be deemed to have been made by the Administrative Agent shall pay to each Bank its ratable amount thereof and each such Bank shall be entitled to receive from the Agent, upon demand, interest on such amount at the Federal Funds Rate for each day from the date on which it such amount is required paid to be made under this Agreement if the Administrative Agent has, on or before such date, taken steps to make such payment in accordance with until the regulations or operating procedures of the clearing or settlement system used by date the Administrative Agent in order pays such amount to make such paymentBank. (b) Any payments under this Agreement that which are made by the Borrower later than 2:00 p.m. P.M. (New York time) shall be deemed to have been made on the next succeeding Business Day. Whenever any payment to be made hereunder shall be stated to be due on a day that which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension, except that with respect to Reserve Adjusted Eurodollar Loans, if such next succeeding applicable Business Day is not in the same month as the date on which such payment would otherwise be due hereunder or under any Note, the due date with respect thereto shall be the next preceding applicable Business Day.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments to be made by the Borrower under this Agreement shall be mademade by the Borrower, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of all the Lenders entitled thereto, the Letter of Credit Issuers or the Swingline Lender (except to the extent payments are to be made directly to the Letter of Credit Issuer or the Swingline Lender), as the case may be, not later than 12:00 Noon 2:00 p.m. (New York City time) on the date when due. Such payments due and shall be made in immediately available funds in Dollars at the office of the Administrative Agent from time to time notified by the Administrative Agent to the Borrower (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii))Agent’s Office, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in its the Borrower’s account at an office of the Administrative Agent Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 2:30 p.m. (New York City time) on such dayday and, otherwise if not, on the next Business Day) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. A payment shall be deemed thereto or to have been made by the Administrative Agent on Letter of Credit Issuer or the date on which it is required to be made under this Agreement if the Administrative Agent hasSwingline Lender, on or before such date, taken steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent in order to make such paymentas applicable. (b) Any For purposes of computing interest or fees, any payments under this Agreement that are made later than 2:00 1:00 p.m. (New York City time) shall be deemed to have been made on the next succeeding Business DayDay in the sole discretion of the Administrative Agent (which may extend such deadline in its discretion whether or not such payments are in process). Whenever Except as otherwise provided herein, whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments to be made by the Borrower under this Agreement shall be made, without set-off, counterclaim or deduction of any kind, made to the Administrative Agent for the ratable account of all the Lender or Lenders entitled thereto not later than 12:00 Noon 1:00 P.M. (New York City time) on the date when due. Such payments due and shall be made in Dollars in immediately available funds at to the office Payment Account. Any amounts received after such time on any date may, in the discretion of the Administrative Agent from time to time notified by the Administrative Agent to the Borrower (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii))Agent, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in its account at an office of the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such account. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York time) on such day, otherwise the next Business Day) like funds relating to the payment of principal or interest ratably to the Lenders entitled thereto. A payment shall be deemed to have been made by the Administrative Agent on the date on which it is required to be made under this Agreement if the Administrative Agent has, on or before such date, taken steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent in order to make such payment. (b) Any payments under this Agreement that are made later than 2:00 p.m. (New York time) shall be deemed to have been made received on the next succeeding Business DayDay for purposes of calculating interest thereon. Whenever any payment to be made hereunder shall be stated to be due on a day that which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately during such extension. Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrower will not make such extensionpayment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption and in its sole discretion, distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments to be made by the Borrower under this Agreement shall be mademade by the Borrower, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of all the Lenders entitled thereto, as the case may be, not later than 12:00 Noon 2:00 p.m. (New York City time) ), in each case, on the date when due. Such payments due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office of as the Administrative Agent from time to time notified shall specify for such purpose by the Administrative Agent notice to the Borrower (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii))Borrower, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in its the Borrower’ account at an office of the Administrative Agent Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 5:00 p.m. (New York City time) or, otherwise, on such day, otherwise the next Business DayDay in the Administrative Agent’s sole discretion) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. A payment shall be deemed to have been made by the Administrative Agent on the date on which it is required to be made under this Agreement if the Administrative Agent has, on or before such date, taken steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent in order to make such payment. (b) Any payments under this Agreement that are made later than 2:00 p.m. (New York City time) shall may be deemed to have been made on the next succeeding Business DayDay in the Administrative Agent’s sole discretion for purposes of calculating interest thereon. Whenever Except as otherwise provided herein, whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments to be made by the Borrower under this Agreement shall be made, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of all the Lenders entitled thereto or the Letter of Credit Issuer, as the case may be, not later than 12:00 Noon (New York time) on the date when due. Such payments due and shall be made in immediately available funds and in lawful money of the United States of America at the office of the Administrative Agent from time to time notified by the Administrative Agent to the Borrower (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii))Agent’s Office, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in its the Borrower’s account at an office of the Administrative Agent Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. P.M. (New York time) on such day, otherwise the next Business Day) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. A payment shall be deemed to have been made by the Administrative Agent on the date on which it is required to be made under this Agreement if the Administrative Agent has, on or before such date, taken steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent in order to make such payment. (b) Any payments under this Agreement that are made later than 2:00 p.m. P.M. (New York time) shall be deemed deemed, unless the Administrative Agent otherwise elects, to have been made on the next succeeding Business Day. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended moved to the next succeeding immediately preceding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extensionDay.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments to under this Agreement shall be made by the Borrower under this Agreement shall be made, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of all the Lenders entitled thereto not later than 12:00 Noon (New York time) 2:00 p.m., in each case, on the date when due. Such payments due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office of as the Administrative Agent from time to time notified shall specify for such purpose by the Administrative Agent written notice to the Borrower (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii))Borrower, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in its the Borrower’s account at an office of the Administrative Agent Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Term Loans (whether of principal, interest or otherwise) hereunder and all other payments under each Credit Document shall be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York time) or, otherwise, on such day, otherwise the next Business Day) like funds relating to the payment of principal or interest or fees ratably to the Lenders entitled thereto. A payment shall be deemed to have been made by the Administrative Agent on the date on which it is required to be made under this Agreement if the Administrative Agent has, on or before such date, taken steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent in order to make such payment. (b) Any payments under this Agreement that are made later than 2:00 p.m. (New York time) shall be deemed to have been made on the next succeeding Business Day. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments to be made by the Borrower under this Agreement shall be mademade by the Borrower, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of all the Lenders entitled thereto, the Letter of Credit Issuer or the Swingline Lender, as the case may be, not later than 12:00 Noon 1:00 p.m. (New York time) on the date when due. Such payments due and shall be made in immediately available funds in Dollars at the office of the Administrative Agent from time to time notified by the Administrative Agent to the Borrower (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii))Agent’s Office, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in its the Borrower’s account at an office of the Administrative Agent Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York time) on such day, otherwise the next Business Day) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. A payment shall be deemed thereto or to have been made by the Administrative Agent on Letter of Credit Issuer or the date on which it is required to be made under this Agreement if the Administrative Agent hasSwingline Lender, on or before such date, taken steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent in order to make such paymentas applicable. (b) Any For purposes of computing interest or fees, any payments under this Agreement that are made later than 2:00 p.m. (New York time) shall be deemed to have been made on the next succeeding Business Day. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments to be made by the Borrower under this Agreement shall be mademade by the Borrower, without set-offset‑off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of all the Lenders entitled thereto or the Letter of Credit Issuer entitled thereto, as the case may be, not later than 12:00 Noon noon (New York City time) ), in each case, on the date when due. Such payments due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office of as the Administrative Agent from time to time notified shall specify for such purpose by the Administrative Agent notice to the Borrower (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii))Borrower, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in its the Borrower’s account at an office of the Administrative Agent Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Credit Document shall, unless otherwise specified in such Credit Document, be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. 12:00 noon (New York City time) or, otherwise, on such day, otherwise the next Business DayDay in the Administrative Agent’s sole discretion) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. A payment shall be deemed to have been made by the Administrative Agent on the date on which it is required to be made under this Agreement if the Administrative Agent has, on or before such date, taken steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent in order to make such payment. (b) Any payments under this Agreement that are made later than 2:00 p.m. 12:00 noon (New York City time) shall may be deemed to have been made on the next succeeding Business DayDay in the Administrative Agent’s sole discretion for purposes of calculating interest thereon. Whenever Except as otherwise provided herein, whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments to be made by the Borrower under this Agreement shall be made, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of all the Lenders not later than 12:00 Noon noon (New York time) on the date when due. Such payments shall be made in immediately available funds at the office of the Administrative Agent from time to time notified by the Administrative Agent to the Borrower (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii)), it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in its account at an office of the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such account. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York time) on such day, otherwise the next Business Day) like funds relating to the payment of principal or interest or fees ratably to the Lenders entitled thereto. A payment shall be deemed to have been made by the Administrative Agent on the date on which it is required to be made under this Agreement if the Administrative Agent has, on or before such date, taken steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent in order to make such payment. (b) Any payments under this Agreement that are made later than 2:00 p.m. (New York time) shall be deemed to have been made on the next succeeding Business Day. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments to under this Agreement shall be made by the Borrower under this Agreement shall be made, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of all the Lenders entitled thereto or the Letter of Credit Issuer entitled thereto, as the case may be, not later than 12:00 Noon (New York time) 2:00 p.m., in each case, on the date when due. Such payments due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office of as the Administrative Agent from time to time notified shall specify for such purpose by the Administrative Agent notice to the Borrower (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii)), Borrower; it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in its the Borrower’s account at an office of the Administrative Agent Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder and all other payments under each Credit Document shall be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York time) or, otherwise, on such day, otherwise the next Business DayDay in the sole discretion of the Administrative Agent) like funds relating to the payment of principal or interest or fees ratably to the Lenders or the Letter of Credit Issuer, as applicable, entitled thereto. A payment shall be deemed to have been made by the Administrative Agent on the date on which it is required to be made under this Agreement if the Administrative Agent has, on or before such date, taken steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent in order to make such payment. (b) Any For purposes of computing interest or fees, any payments under this Agreement that are made later than 2:00 p.m. (New York time) shall be deemed to have been made on the next succeeding Business DayDay in the sole discretion of the Administrative Agent. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided hereinin this Agreement, all payments to under this Agreement shall be made by the Borrower under this Agreement shall be made, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of all the Lenders entitled thereto or the Letter of Credit Issuer entitled thereto, as the case may be, not later than 12:00 Noon (New York time) 2:00 p.m., in each case, on the date when due. Such payments due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office of as the Administrative Agent from time to time notified shall specify for such purpose by the Administrative Agent written notice to the Borrower (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii))Borrower, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in its the Borrower’s account at an office of the Administrative Agent Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder and all other payments under each Credit Document shall be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York time) or, otherwise, on such day, otherwise the next Business Day) like funds relating to the payment of principal or interest or fees ratably to the Lenders of each applicable Class of Loans entitled thereto. A payment shall be deemed to have been made by the Administrative Agent on the date on which it is required to be made under this Agreement if the Administrative Agent has, on or before such date, taken steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent in order to make such payment. (b) Any payments under this Agreement that are made later than 2:00 p.m. (New York time) shall be deemed to have been made on the next succeeding Business Day. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments to be made by the Borrower under this Agreement shall be mademade by the Borrower, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of all the Lenders entitled thereto, the Letter of Credit Issuers or the Swingline Lender (except to the extent payments are to be made directly to the Letter of Credit Issuer or the Swingline Lender), as the case may be, not later than 12:00 Noon 2:00 p.m. (New York City time) on the date when due. Such payments due and shall be made in immediately available funds in Dollars at the office of the Administrative Agent from time to time notified by the Administrative Agent to the Borrower (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii))Agent’s Office, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in its the Borrower’s account at an office of the Administrative Agent Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 2:30 p.m. (New York City time) on such dayday and, otherwise if not, on the next Business DayDay in the sole discretion of the Administrative Agent) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. A payment shall be deemed thereto or to have been made by the Administrative Agent on Letter of Credit Issuer or the date on which it is required to be made under this Agreement if the Administrative Agent hasSwingline Lender, on or before such date, taken steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent in order to make such paymentas applicable. (b) Any For purposes of computing interest or fees, any payments under this Agreement that are made later than 2:00 p.m. (New York City time) shall be deemed to have been made on the next succeeding Business DayDay in the sole discretion of the Administrative Agent (which may extend such deadline in its discretion whether or not such payments are in process). Whenever Except as otherwise provided herein, whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments to be made by the Borrower under this Agreement shall be mademade by the Borrower, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of all the Lenders entitled thereto not later than 12:00 Noon (New York City time) on the date when due. Such payments due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office of as the Administrative Agent from time to time notified shall specify for such purpose by the Administrative Agent notice to the Borrower (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii))Borrower, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in its the Borrower’s account at an office of the Administrative Agent Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All payments under each Credit Document (whether of principal, interest or otherwise) shall be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York City time) on such day, otherwise the next Business Day) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. A payment shall be deemed to have been made by the Administrative Agent on the date on which it is required to be made under this Agreement if the Administrative Agent has, on or before such date, taken steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent in order to make such payment. (b) Any payments under this Agreement that are made later than 2:00 p.m. (New York City time) shall be deemed to have been made on the next succeeding Business Day. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments to be made by the Borrower under this Agreement shall be mademade by the Borrower, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of all the Lenders entitled thereto, not later than 12:00 Noon (New York City time) on the date when due. Such payments due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office of as the Administrative Agent from time to time notified shall specify for such purpose by the Administrative Agent notice to the Borrower (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii))Borrower, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in its the Borrower’s account at an office of the Administrative Agent Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of Loans (whether of principal, interest or otherwise) hereunder shall be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York City time) on such day, otherwise the next Business Day) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. A payment shall be deemed to have been made by the Administrative Agent on the date on which it is required to be made under this Agreement if the Administrative Agent has, on or before such date, taken steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent in order to make such payment. (b) Any payments under this Agreement that are made later than 2:00 p.m. (New York City time) shall be deemed to have been made on the next succeeding Business Day. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided hereinin this Agreement, all payments to under this Agreement shall be made by the Borrower under this Agreement shall be made, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of all the Lenders entitled thereto not later than 12:00 Noon (New York time) 2:00 p.m., in each case, on the date when due. Such payments due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office of as the Administrative Agent from time to time notified shall specify for such purpose by the Administrative Agent written notice to the Borrower (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii))Borrower, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in its the Borrower’s account at an office of the Administrative Agent Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Revolving Credit Loans (whether of principal, interest or otherwise) hereunder and all other payments under each Credit Document shall be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York time) or, otherwise, on such day, otherwise the next Business Day) like funds relating to the payment of principal or interest or fees ratably to the Lenders entitled thereto. A payment shall be deemed to have been made by the Administrative Agent on the date on which it is required to be made under this Agreement if the Administrative Agent has, on or before such date, taken steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent in order to make such payment. (b) Any payments under this Agreement that are made later than 2:00 p.m. (New York time) shall be deemed to have been made on the next succeeding Business Day. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) A. Except as otherwise specifically provided herein, all payments to be made by the Borrower under this Agreement shall be made, without set-off, counterclaim or deduction of any kind, made to the Administrative Agent Agent, for the ratable account of all the Lenders entitled thereto, not later than 12:00 Noon 1:00 p.m. (New York City time) on the date when due. Such payments due and shall be made in immediately available funds at the office of the Administrative Agent from time to time notified by the Administrative Agent and in each case to the Borrower (but initially the office set forth account specified therefor for the Administrative Agent in Section 12.2(a)(ii)), it being understood that written or facsimile notice by if no account has been so specified at the Borrower to the Administrative Agent to make a payment from the funds in its account at an office of the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such accountPayment Office. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 1:00 p.m. (New York City time) on such day, otherwise the next Business Day) like funds relating to the payment of principal or interest or fees ratably to the Lenders entitled thereto. A payment shall be deemed to have been made by the Administrative Agent on the date on which it is required to be made under this Agreement if the Administrative Agent has, on or before such date, taken steps to make receive any such payment in accordance with the regulations or operating procedures terms of this Agreement. If and to the clearing or settlement system used extent that any such distribution shall not be so made by the Administrative Agent in order full on the same day (if payment was actually received by the Administrative Agent prior to make 1:00 p.m. (New York City time) on such paymentday), the Administrative Agent shall pay to each Lender its ratable amount thereof and each such Lender shall be entitled to receive from the Administrative Agent, upon demand, interest on such amount at the overnight Federal Funds Rate (or the applicable cost of funds with respect to amounts denominated in Euros or Sterling) for each day from the date such amount is paid to the Administrative Agent until the date the Administrative Agent pays such amount to such Lender. (b) B. Any payments under this Agreement that which are made by the Borrower later than 2:00 1:00 p.m. (New York City time) shall shall, for the purpose of calculation of interest, be deemed to have been made on the next succeeding Business Day. Whenever any payment to be made hereunder shall be stated to be due on a day that which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension, except that with respect to Eurocurrency Loans, if such next succeeding applicable Business Day is not in the same month as the date on which such payment would otherwise be due hereunder or under any Note, the due date with respect thereto shall be the next preceding Business Day.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments to be made by the Borrower under this Agreement shall be mademade by the Borrowers, without set-off, counterclaim or deduction of any kind, to the applicable Administrative Agent for the ratable account of all the Lenders entitled thereto, the Letter of Credit Issuer or the Swingline Lender entitled thereto, as the case may be, not later than 12:00 Noon (New York timeLocal Time) on the date when due. Such payments due and shall be made in immediately available funds at the applicable Administrative Agent’s Office or at such other office of as the applicable Administrative Agent from time to time notified shall specify for such purpose by the Administrative Agent notice to the Borrower (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii))Company, it being understood that written or facsimile notice by the Borrower Borrowers to the such Administrative Agent to make a payment from the funds in its any Borrower’s account at an office of the such Administrative Agent Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency such Loans are denominated and all other payments under each Credit Document shall be made in U.S. Dollars. The applicable Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the such Administrative Agent prior to 2:00 p.m. (New York timeLocal Time) on such day, otherwise the next Business Day) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. A payment shall be deemed to have been made by the Administrative Agent on the date on which it is required to be made under this Agreement if the Administrative Agent has, on or before such date, taken steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent in order to make such payment. (b) Any payments under this Agreement that are made later than 2:00 p.m. (New York timeLocal Time) shall be deemed to have been made on the next succeeding Business Day. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments to be made by the Borrower under this Agreement shall be mademade by the Borrowers, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of all the Lenders and Issuing Banks entitled thereto, not later than 12:00 Noon 2:00 p.m. (New York City time) ), in each case, on the date when due. Such payments due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office of as the Administrative Agent from time to time notified shall specify for such purpose by the Administrative Agent notice to the Borrower (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii))Borrowers, it being understood that written or facsimile notice by the Borrower Borrowers to the Administrative Agent to make a payment from the funds in its a Borrower’s account at an office of the Administrative Agent Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder and all other payments under each Credit Document shall be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York City time) or, otherwise, on such day, otherwise the next Business Day) like funds relating to the payment of principal or interest or Fees ratably to the Lenders Lender Parties entitled thereto. A payment shall be deemed to have been made by the Administrative Agent on the date on which it is required to be made under this Agreement if the Administrative Agent has, on or before such date, taken steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent in order to make such payment. (b) Any payments under this Agreement that are made later than 2:00 p.m. (New York City time) shall may be deemed to have been made on the next succeeding Business DayDay in the Administrative Agent’s sole discretion. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments to be made by the Borrower under this Agreement shall be made, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of all the Lenders not later than 12:00 Noon (New York time) on the date when due. Such payments shall be made in immediately available funds at the office of the Administrative Agent from time to time notified by the Administrative Agent to the Borrower (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii)), it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in its account at an office of the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such account. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York time) on such day, otherwise the next Business Day) like funds relating to the payment of principal or interest ratably to the Lenders entitled thereto. A payment shall be deemed to have been made by the Administrative Agent on the date on which it is required to be made under this Agreement if the Administrative Agent has, on or before such date, taken steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent in order to make such payment. (b) Any payments under this Agreement that are made later than 2:00 p.m. 12:00 Noon (New York time) shall be deemed to have been made on the next succeeding Business Day. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments to under this Agreement shall be made by the Borrower under this Agreement shall be made, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of all the Lenders entitled thereto or the Letter of Credit Issuer entitled thereto, as the case may be, not later than 12:00 Noon 2:00 p.m. (New York Central time) ), in each case, on the date when due. Such payments due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office of as the Administrative Agent from time to time notified shall specify for such purpose by the Administrative Agent notice to the Borrower (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii)), Borrower; it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in its the Borrower’s account at an office of the Administrative Agent Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder and all other payments under each Credit Document shall be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York Central time) or, otherwise, on such day, otherwise the next Business DayDay in the sole discretion of the Administrative Agent) like funds relating to the payment of principal or interest or fees ratably to the Lenders or the Letter of Credit Issuer, as applicable, entitled thereto. A payment shall be deemed to have been made by the Administrative Agent on the date on which it is required to be made under this Agreement if the Administrative Agent has, on or before such date, taken steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent in order to make such payment. (b) Any For purposes of computing interest or fees, any payments under this Agreement that are made later than 2:00 p.m. (New York Central time) shall be deemed to have been made on the next succeeding Business DayDay in the sole discretion of the Administrative Agent. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments to be made by the Borrower under this Agreement shall be made, without set-off, counterclaim or deduction of any kind, made to the Administrative Agent Agent, for the ratable account of all the Lenders Banks entitled thereto, not later than 12:00 Noon 1:00 P.M. (New York time) on the date when due. Such payments due and shall be made in immediately available funds in lawful money of the United States of America to the account specified therefor by the Agent or if no account has been so specified at the office of the Administrative Agent from time to time notified by the Administrative Agent to the Borrower (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii))Agent's Office, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in its the Borrower's account at an office of the Administrative Agent Agent's Office shall constitute the making of such payment to the extent of such funds held in such account. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was is actually received by the Administrative Agent in New York prior to 2:00 p.m. 1:00 P.M. (New York time) on such day, otherwise the next Business Day) like funds relating to the payment of principal or interest or fees ratably to the Lenders Banks entitled thereto. A payment shall be deemed to have been made by the Administrative Agent on the date on which it is required to be made under this Agreement if the Administrative Agent has, on or before such date, taken steps to make receive any such payment in accordance with the regulations or operating procedures terms of this Agreement. If and to the clearing or settlement system used extent that any such distribution shall not be so made by the Administrative Agent in order full on the same day (if payment is actually received by the Agent prior to make 1:00 P.M. (New York time) on such paymentday), the Agent shall pay to each Bank its ratable amount thereof and each such Bank shall be entitled to receive from the Agent, upon demand, interest on such amount at the Federal Funds Rate for each day from the date such amount is paid to the Agent until the date the Agent pays such amount to such Bank. (b) Any payments under this Agreement that which are made by the Borrower later than 2:00 p.m. 1:00 P.M. (New York time) shall be deemed to have been made on the next succeeding Business Day. Whenever any payment to be made hereunder shall be stated to be due on a day that which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments to under this Agreement shall be made by the Borrower under this Agreement shall be made, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of all the Lenders entitled thereto not later than 12:00 Noon (New York time) 2:00 p.m., in each case, on the date when due. Such payments due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office of as the Administrative Agent from time to time notified shall specify for such purpose by the Administrative Agent written notice to the Borrower (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii))Borrower, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in its the Borrower’s account at an office of the Administrative Agent Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Revolving Credit Loans (whether of principal, interest or otherwise) hereunder and all other payments under each Credit Document shall be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York time) or, otherwise, on such day, otherwise the next Business Day) like funds relating to the payment of principal or interest or fees ratably to the Lenders entitled thereto. A payment shall be deemed to have been made by the Administrative Agent on the date on which it is required to be made under this Agreement if the Administrative Agent has, on or before such date, taken steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent in order to make such payment. (b) Any payments under this Agreement that are made later than 2:00 p.m. (New York time) shall be deemed to have been made on the next succeeding Business Day. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments to under this Agreement shall be made by the Borrower under this Agreement shall be made, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of all the Lenders entitled thereto or the Letter of Credit Issuer or the Swingline 715000788 12406500715000788 12406500 Lender entitled thereto, as the case may be, not later than 12:00 Noon 2:00 p.m. (New York City time) ), in each case, on the date when due. Such payments due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office of as the Administrative Agent from time to time notified shall specify for such purpose by the Administrative Agent notice to the Borrower (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii)), Borrower; it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in its the Borrower’s account at an office of the Administrative Agent Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder and all other payments under each Credit Document shall be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York City time) or, otherwise, on such day, otherwise the next Business DayDay in the sole discretion of the Administrative Agent) like funds relating to the payment of principal or interest or fees ratably to the Lenders or the Letter of Credit Issuer, as applicable, entitled thereto. A payment shall be deemed to have been made by the Administrative Agent on the date on which it is required to be made under this Agreement if the Administrative Agent has, on or before such date, taken steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent in order to make such payment. (b) Any For purposes of computing interest or fees, any payments under this Agreement that are made later than 2:00 p.m. (New York City time) shall be deemed to have been made on the next succeeding Business DayDay in the sole discretion of the Administrative Agent. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments to be made by the Borrower under this Agreement shall be mademade by the Borrower, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of all the Lenders entitled thereto, the Letter of Credit Issuer or the Swingline Lender, as the case may be, not later than 12:00 Noon 2:00 p.m. (New York time) on the date when due. Such payments due and shall be made in immediately available funds in Dollars at the office of the Administrative Agent from time to time notified by the Administrative Agent to the Borrower (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii))Agent’s Office, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in its the Borrower’s account at an office of the Administrative Agent Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 2:30 p.m. (New York time) on such dayday and, otherwise if not, on the next Business Day) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. A payment shall be deemed thereto or to have been made by the Administrative Agent on Letter of Credit Issuer or the date on which it is required to be made under this Agreement if the Administrative Agent hasSwingline Lender, on or before such date, taken steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent in order to make such paymentas applicable. (b) Any For purposes of computing interest or fees, any payments under this Agreement that are made later than 2:00 p.m. (New York time) shall be deemed to have been made on the next succeeding Business Day. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments to be made by the Borrower under this Agreement shall be mademade by the Borrower, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of all the Lenders entitled thereto, the Letter of Credit Issuers or the Swingline Lender (except to the extent payments are to be made directly to the Letter of Credit Issuer or the Swingline Lender), as the case may be, not later than 12:00 Noon 2:00 p.m. (New York City time) on the date when due. Such payments due and shall be made in immediately available funds in Dollars at the office of the Administrative Agent from time to time notified by the Administrative Agent to the Borrower (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii))Agent’s Office, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in its the Borrower’s account at an office of the Administrative Agent Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 2:30 p.m. (New York City time) on such dayday and, otherwise if not, on the next Business DayDay in the sole discretion of the Administrative Agent) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. A payment shall be deemed thereto or to have been made by the Administrative Agent on Letter of Credit Issuer or the date on which it is required to be made under this Agreement if the Administrative Agent hasSwingline Lender, on or before such date, taken steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent in order to make such paymentas applicable. (ba) Any For purposes of computing interest or fees, any payments under this Agreement that are made later than 2:00 p.m. (New York City time) shall be deemed to have been made on the next succeeding Business DayDay in the sole discretion of the Administrative Agent (which may extend such deadline in its discretion whether or not such payments are in process). Whenever Except as otherwise provided herein, whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments to be made by the Borrower under this Agreement shall be mademade to Administrative Agent, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of all the Lenders entitled thereto, not later than 12:00 Noon 1:00 P.M. (New York City time) on the date when due. Such payments due and shall be made in immediately available funds in lawful money of the United States of America and in each case to the account specified therefor for Administrative Agent or if no account has been so specified at the office of the Administrative Agent from time to time notified by the Administrative Agent to the Borrower (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii))Payment Office, it being understood that with respect to payments in Dollars, written telex or facsimile telecopy notice by the Borrower to the Administrative Agent to make a payment from the funds in its Borrower's account at an office of the Administrative Agent Payment Office shall constitute the making of such payment to the extent of such funds held in such account. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. 1:00 P.M. (New York City time) on such day, otherwise the next Business Day) like funds relating to the payment of principal or interest or fees ratably to the Lenders entitled thereto. A payment shall be deemed to have been made by the Administrative Agent on the date on which it is required to be made under this Agreement if the Administrative Agent has, on or before such date, taken steps to make receive any such payment in accordance with the regulations or operating procedures terms of this Agreement. If and to the clearing or settlement system used extent that any such distribution shall not be so made by the Administrative Agent in order full on the same day (if payment was actually received by Administrative Agent prior to make 1:00 P.M. (New York City time) on such paymentday), Administrative Agent shall pay to each Lender its ratable amount thereof and each such Lender shall be entitled to receive from Administrative Agent, upon demand, interest on such amount at the overnight Federal Funds Rate for each day from the date such amount is paid to Administrative Agent until the date Administrative Agent pays such amount to such Lender. (b) Any payments under this Agreement that which are made by Borrower later than 2:00 p.m. 1:00 P.M. (New York City time) shall shall, for the purpose of calculation of interest, be deemed to have been made on the next succeeding Business Day. Whenever any payment to be made hereunder shall be stated to be due on a day that which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension, except that with respect to Eurodollar Loans, if such next succeeding Business Day is not in the same month as the date on which such payment would otherwise be due hereunder or under any Note, the due date with respect thereto shall be the next preceding applicable Business Day.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments to be made by the Borrower under this Agreement shall be mademade by the Borrower, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of all the Lenders entitled thereto or the Letter of Credit Issuer entitled thereto, as the case may be, not later than 12:00 Noon 2:00 p.m. (New York City time) ), in each case, on the date when due. Such payments due and shall be made in immediately available funds at to the office account of the Administrative Agent from time to time notified most recently designated by the Administrative Agent it for such purpose by notice to the Borrower (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii))Borrower, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in its the Borrower’s account at an office of the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such Loans are denominated and all other payments under each Loan Document shall, unless otherwise specified in such Loan Document, be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York City time) or, otherwise, on such day, otherwise the next Business DayDay in the Administrative Agent’s sole discretion) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. A payment shall be deemed to have been made by the Administrative Agent on the date on which it is required to be made under this Agreement if the Administrative Agent has, on or before such date, taken steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent in order to make such payment. (b) Any payments under this Agreement that are made later than 2:00 p.m. (New York City time) shall may be deemed to have been made on the next succeeding Business DayDay in the Administrative Agent’s sole discretion for purposes of calculating interest thereon. Whenever Except as otherwise provided herein, whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension. (c) If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or L/C Participations resulting in such Lender receiving payment of a proportion of the aggregate amount of such Loans or L/C Participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (i) notify the Administrative Agent of such fact, and (ii) purchase (for cash at face value) participations in the applicable Class of Loans or L/C Participations, as applicable, of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans of such Class and L/C Participations, as applicable, and other amounts owing them; provided that the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement, or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or L/C Participations to any assignee or participant (including the Borrower) in a transaction that complies with the terms of Section 12.6. (d) To the extent it may effectively do so under applicable law, any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation in accordance with and subject to the terms of Section 12.7(b).

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all All payments to be made by the Borrower under this Agreement shall be mademade by the Borrower, without set-off, counterclaim or deduction of any kind. Except as otherwise specifically provided in this Agreement, all payments by the Borrower under this Agreement shall be made in, to the Administrative Agent for the ratable account of all the applicable Lenders entitled thereto, or the applicable Issuing Lender (except to the extent payments are to be made directly to such Issuing Lender), as the case may be, not later than 12:00 Noon 2:00 p.m. (New York City time) on the date when due. Such payments due and shall be made in immediately available funds at the office of the Administrative Agent from time to time notified by the Administrative Agent to the Borrower (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii)), Agent’s Office it being understood that written written, electronic or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in its the Borrower’s account at an office of the Administrative Agent Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York time) on such day, otherwise the next Business Day) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. A payment shall be deemed thereto or to have been made by the Administrative Agent on the date on which it is required to be made under this Agreement if the Administrative Agent hasapplicable Issuing Lender, on or before such date, taken steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent in order to make such paymentas applicable. (b) Any For purposes of computing interest or fees, any payments under this Agreement that are made later than 2:00 p.m. (New York City time) shall may be deemed to have been made on the next succeeding Business DayDay in the Administrative Agent’s sole discretion (and the Administrative Agent may extend such deadline in its discretion whether or not such payments are in process). Whenever Except as otherwise provided in this Agreement, whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments to be made by the Borrower under this Agreement shall be mademade to Administrative Agent (other than payments with respect to any Swing Line Loans, without set-off, counterclaim or deduction of any kind, which payments shall be made to the Administrative Agent applicable Swing Line Lender at such Person’s Payment Office), for the ratable account of all the Lenders entitled thereto, not later than 12:00 Noon (New York timelocal time in the city in which the Payment Office for the payment is located) on the date when due. Such payments due and shall be made in immediately available funds Dollars or the relevant currency and in each case to the account specified therefor for Administrative Agent or if no account has been so specified at the office of the Administrative Agent from time to time notified by the Administrative Agent to the Borrower (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii))Payment Office, it being understood that with respect to payments in Dollars, written telex or facsimile telecopy notice by the Borrower Company to the Administrative Agent to make a payment from the funds in its Company’s account at an office of the Administrative Agent Payment Office shall constitute the making of such payment to the extent of such funds held in such account. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. 12:00 Noon (New York time) local time in the city in which the Payment Office for the payment is located on such day, otherwise the next Business Day)) like funds relating to the payment of principal or interest or fees ratably to the Lenders entitled thereto. A payment shall be deemed to have been made by the Administrative Agent on the date on which it is required to be made under this Agreement if the Administrative Agent has, on or before such date, taken steps to make receive any such payment in accordance with the regulations or operating procedures terms of this Agreement. If and to the clearing or settlement system used extent that any such distribution shall not be so made by the Administrative Agent in order full on the same day (if payment was actually received by Administrative Agent prior to make 12:00 Noon (local time in the city in which the Payment Office for the payment is located on such paymentday)), Administrative Agent shall pay to each Lender its ratable amount thereof and each such Lender shall be entitled to receive from Administrative Agent, upon demand, interest on such amount at the overnight Federal Funds Rate (or the applicable cost of funds with respect to amounts denominated in a currency other than Dollars) for each day from the date such amount is paid to Administrative Agent until the date Administrative Agent pays such amount to such Lender. (b) Any payments under this Agreement that which are made by any Borrower later than 2:00 p.m. 12:00 Noon (New York timelocal time in the city in which the Payment Office for the payment is located) shall shall, for the purpose of calculation of interest, be deemed to have been made on the next succeeding Business Day. Whenever any payment to be made hereunder shall be stated to be due on a day that which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension, except that with respect to Eurocurrency Loans, if such next succeeding Business Day is not in the same month as the date on which such payment would otherwise be due hereunder or under any Note, the due date with respect thereto shall be the next preceding Business Day.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments to be made by the Borrower under this Agreement shall be made, without set-off, counterclaim or deduction of any kind, made to the Administrative Agent for the ratable (based on its pro rata share) account of all the Lenders entitled thereto, not later than 12:00 Noon 11:00 A.M. (New York timelocal time at the Payment Office) on the date when due. Such payments due and shall be made in immediately available funds and in lawful money of the United States of America (in the case of Loans denominated in Dollars), or in the applicable Alternative Currency (in the case of Loans denominated in an Alternative Currency), at the office of the Administrative Agent from time to time notified by the Administrative Agent to the Borrower (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii))Payment Office, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in its the Borrower’s account at an office of the Administrative Agent Payment Office shall constitute the making of such payment to the extent of such funds held in such account. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York time) on such day, otherwise the next Business Day) like funds relating to the payment of principal or interest ratably to the Lenders entitled thereto. A payment shall be deemed to have been made by the Administrative Agent on the date on which it is required to be made under this Agreement if the Administrative Agent has, on or before such date, taken steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent in order to make such payment. (b) Any payments under this Agreement that are made later than 2:00 p.m. 11:00 A.M. (New York timelocal time at the Payment Office) shall be deemed to have been made on the next succeeding Business Day. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension. (b) If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest and Fees then due hereunder and an Event of Default is not then in existence, such funds shall be applied: (i) first, towards payment of interest and Fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and Fees then due to such parties; and (ii) second, towards payment of principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments to be made by the Borrower under this Agreement shall be mademade by each Borrower in the Base Currency, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of all the Lenders entitled thereto not later than 12:00 Noon (New York time) 1:00 p.m. on the date when due. Such payments due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office of as the Administrative Agent from time to time notified shall specify for such purpose by the Administrative Agent notice to the Borrower (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii))Company, it being understood that written or facsimile notice by the a Borrower to the Administrative Agent to make a payment from the funds in its such Borrower’s account at an office of the Administrative Agent Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 1:00 p.m. (New York time) on such day, otherwise the next Business Day) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. A payment shall be deemed to have been made by the Administrative Agent on the date on which it is required to be made under this Agreement if the Administrative Agent has, on or before such date, taken steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent in order to make such payment. (b) Any payments under this Agreement that are made later than 2:00 1:00 p.m. (New York time) shall be deemed to have been made on the next succeeding Business Day. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments such extension of principal, interest time shall be payable during such extension reflected in computing interest or fees (as the case may be) at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments to be made by the Borrower under this Agreement or any Note shall be made, without set-off, counterclaim or deduction of any kind, made to the Administrative Agent for the ratable account of all the Lenders Bank or Banks entitled thereto not later than 12:00 Noon (New York timelocal time in the city in which the Payment Office for the respective such payments is located) on the date when due. Such payments due and shall be made in (x) Dollars in immediately available funds at the office appropriate Payment Office of the Administrative Agent from time to time notified by in respect of any obligation of the Administrative Agent to Borrowers under this Agreement except as otherwise provided in the Borrower immediately following clause (but initially y) and (y) Pounds Sterling in immediately available funds at the office set forth for the Administrative Agent in Section 12.2(a)(ii)), it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in its account at an office appropriate Payment Office of the Administrative Agent shall constitute the making of Agent, if such payment is made in respect of (i) principal of or interest on Sterling Loans, or (ii) any increased costs, indemnities or other amounts owing with respect to Sterling Loans (or Commitments relating thereto), in the case of this clause (ii) to the extent of such funds held the respective Bank which is charging same denominates the amounts owing in such accountPounds Sterling. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. 12:00 noon (New York time) on Local time in the city in which such day, otherwise the next Business Daypayments are to be made)) like funds relating to the payment of principal principal, interest or interest Fees ratably to the Lenders Banks entitled thereto. A payment shall be deemed to have been made by the Administrative Agent on the date on which it is required to be made under this Agreement if the Administrative Agent has, on or before such date, taken steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent in order to make such payment. (b) Any payments under this Agreement that which are made later than 2:00 p.m. 12:00 Noon (New York timelocal time in the city in which such payments are to be made) shall be deemed to have been made on the next succeeding Business Day. Whenever any payment to be made hereunder or under any Note shall be stated to be due on a day that which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to during such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments to be made by the Borrower under this Agreement shall be made, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for for, as the case may be, (i) the ratable account of all the Lenders holding Revolving Credit Loans or (ii) account of each Letter of Credit Issuer, not later than 12:00 Noon (New York time) on the date when due. Such payments shall be made in immediately available funds at the office of the Administrative Agent from time to time notified by the Administrative Agent to the Borrower (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii)), it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in its account at an office of the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such account. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York time) on such day, otherwise the next Business Day) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. A payment shall be deemed to have been made by the Administrative Agent on the date on which it is required to be made under this Agreement if the Administrative Agent has, on or before such date, taken steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent in order to make such payment. (b) Any payments under this Agreement that are made later than 2:00 p.m. (New York time) shall be deemed to have been made on the next succeeding Business Day. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments to be made by the Borrower under this Agreement shall be mademade by the Borrower, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of all the Lenders entitled thereto not later than 12:00 Noon (New York City time) on the date when due. Such payments due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office of as the Administrative Agent from time to time notified shall specify for such purpose by the Administrative Agent notice to the Borrower (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii))Borrower, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in its the Borrower’s account at an office of the Administrative Agent Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All payments under each Credit Document (whether of principal, interest or otherwise) shall be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York City time) on such day, otherwise the next Business Day) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. A payment shall be deemed to have been made by the Administrative Agent on the date on which it is required to be made under this Agreement if the Administrative Agent has, on or before such date, taken steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent in order to make such payment. (b) Any payments under this Agreement that are made later than 2:00 p.m. (New York City time) shall be deemed to have been made on the next succeeding Business Day, unless such payments are deemed to be made on the same day, at the Administrative Agent’s sole discretion. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all All payments to be made by the Borrower under this Agreement shall be mademade by the Borrower, without set-off, counterclaim or deduction of any kind. Except as otherwise specifically provided in this Agreement, all payments by the Borrower under this Agreement shall be made in Dollars to the Administrative Agent for the ratable account of all the Lenders entitled thereto, the Letter of Credit Issuer or the Swingline Lender (except to the extent payments are to be made directly to the Letter of Credit Issuer or the Swingline Lender), as the case may be, not later than 12:00 Noon 2:00 p.m. (New York City time) on the date when due. Such payments due and shall be made in immediately available funds at the office of the Administrative Agent from time to time notified by the Administrative Agent to the Borrower (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii)), Agent’s Office it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in its the Borrower’s account at an office of the Administrative Agent Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York City time) on such dayday and, otherwise if not, on the next Business DayDay in the Table of Contents Administrative Agent’s sole discretion) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. A payment shall be deemed thereto or to have been made by the Administrative Agent on Letter of Credit Issuer or the date on which it is required to be made under this Agreement if the Administrative Agent hasSwingline Lender, on or before such date, taken steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent in order to make such paymentas applicable. (b) Any For purposes of computing interest or fees, any payments under this Agreement that are made later than 2:00 p.m. (New York City time) shall be deemed to have been made on the next succeeding Business DayDay in the Administrative Agent’s sole discretion (and the Administrative Agent may extend such deadline in its discretion whether or not such payments are in process). Whenever Except as otherwise provided in this Agreement, whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all All payments to be made by the Borrower under this Agreement shall be mademade by the Borrower, without set-off, counterclaim or deduction of any kind. Except as otherwise specifically provided in this Agreement, all payments by the Borrower under this Agreement shall be made in Dollars to the Administrative Agent for the ratable account of all the applicable Lenders entitled thereto, not later than 12:00 Noon 2:00 p.m. (New York City time) on the date when due. Such payments due and shall be made in immediately available funds at the office of the Administrative Agent from time to time notified by the Administrative Agent to the Borrower (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii)), Agent’s Office it being understood that written written, electronic or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in its the Borrower’s account at an office of the Administrative Agent Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York time) on such day, otherwise the next Business Day) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. A payment shall be deemed to have been made by the Administrative Agent on the date on which it is required to be made under this Agreement if the Administrative Agent has, on or before such date, taken steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent in order to make such payment. (b) Any For purposes of computing interest or fees, any payments under this Agreement that are made later than 2:00 p.m. (New York City time) shall may be deemed to have been made on the next succeeding Business DayDay in the Administrative Agent’s sole discretion (and the Administrative Agent may extend such deadline in its discretion whether or not such payments are in process). Whenever Except as otherwise provided in this Agreement, whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments to be made by the Borrower under this Agreement shall be made, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of all the Lenders entitled thereto, the Letter o f Credit Issuer or Chase, as the case maybe, not later than 12:00 Noon (New York time) on the date when due. Such payments due and shall be made in immediately available funds and in lawful money of the United States of America at the office of the Administrative Agent from time to time notified by the Administrative Agent to the Borrower (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii))Agent's Office, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in its the Borrower's account at an office of the Administrative Agent Agent's Office shall constitute the making of such payment to the extent of such funds held in such account. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. P.M. (New York time) on such day, otherwise the next Business Day) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. A payment shall be deemed to have been made by the Administrative Agent on the date on which it is required to be made under this Agreement if the Administrative Agent has, on or before such date, taken steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent in order to make such payment. (b) Any payments under this Agreement that are made later than 2:00 p.m. P.M. (New York time) shall be deemed to have been made on the next succeeding Business Day. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments to be made by the Borrower under this Agreement shall be made, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for for, as the case may be, the (i) ratable account of all the Lenders of Revolving Credit Loans or (ii) account of each Letter of Credit Issuer, not later than 12:00 Noon (New York time) on the date when due. Such payments shall be made in immediately available funds at the office of the Administrative Agent from time to time notified by the Administrative Agent to the Borrower (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii))Funding Office, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in its the Borrower’s account at an office of the Administrative Agent Funding Office shall constitute the making of such payment to the extent of such funds held in such account. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York time) on such day, otherwise the next Business Day) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. A payment shall be deemed to have been made by the Administrative Agent on the date on which it is required to be made under this Agreement if the Administrative Agent has, on or before such date, taken steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent in order to make such payment. (b) Any payments under this Agreement that are made later than 2:00 p.m. (New York time) shall be deemed to have been made on the next succeeding Business Day. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments to be made by the Borrower under this Agreement shall be made, without set-off, counterclaim or deduction of any kind, made to the Administrative Agent Agent, for the ratable account of all the Lenders entitled thereto, not later than 12:00 Noon p.m. (New York timeCity time or, as applicable, local time in the financial center for the applicable Alternative Currency (with respect to Loans denominated in an Alternative Currency)) on the date when due. Such payments due and shall be made in immediately available funds at the office of the Administrative Agent from time to time notified by the Administrative Agent currency such Loan was advanced and in each case to the Borrower (but initially the office set forth account specified therefor for the Administrative Agent in Section 12.2(a)(ii)), it being understood that written or facsimile notice by if no account has been so specified at the Borrower to the Administrative Agent to make a payment from the funds in its account at an office of the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such accountNotice Address. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 12:00 p.m. (New York time) on such dayCity time or, otherwise as applicable, local time in the next Business Dayfinancial center for the applicable Alternative Currency (with respect to Loans denominated in an Alternative Currency)) like funds relating to the payment of principal or interest or fees ratably to the Lenders entitled thereto. A payment shall be deemed to have been made by the Administrative Agent on the date on which it is required to be made under this Agreement if the Administrative Agent has, on or before such date, taken steps to make receive any such payment in accordance with the regulations or operating procedures terms of this Agreement. If and to the clearing or settlement system used extent that any such distribution shall not be so made by the Administrative Agent in order full on the same day (if payment was actually received by the Administrative Agent prior to make 12:00 p.m. (New York City time or, as applicable, local time in the financial center for the applicable Alternative Currency (with respect to Loans denominated in an Alternative Currency)), the Administrative Agent shall pay to each Lender its ratable amount thereof and each such paymentLender shall be entitled to receive from the Administrative Agent, upon demand, interest on such amount at the overnight Federal Funds Rate (or the applicable cost of funds with respect to amounts denominated in an Alternative Currency) for each day from the date such amount is paid to the Administrative Agent until the date the Administrative Agent pays such amount to such Lender. (b) Any payments under this Agreement that which are made by any Borrower later than 2:00 12:00 p.m. (New York timeCity time or, as applicable, local time in the financial center for the applicable Alternative Currency (with respect to Loans denominated in an Alternative Currency)) shall shall, for the purpose of calculation of interest, be deemed to have been made on the next succeeding Business Day. Whenever any payment to be made hereunder shall be stated to be due on a day that which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension, except that with respect to SOFR Loans, Eurocurrency Loans and RFR Loans, if such next succeeding Business Day is not in the same month as the date on which such payment would ​ ​ ​ otherwise be due hereunder or under any Note, the due date with respect thereto shall be the next preceding applicable Business Day. (c) Notwithstanding the foregoing clauses (a) and (b), if any Defaulting Lender shall have failed to fund all or any portion of any Term Loan or any Revolving Loan (each such Loan, an “Affected Loan”), each payment by the applicable Borrower hereunder shall be applied first to such Affected Loan under the applicable Facility and the principal amount and interest with respect to such payment shall be distributed (i) to each Non-Defaulting Lender who is a Lender under such Facility, pro rata based on the outstanding principal amount of Affected Loans under such Facility owing to all Non-Defaulting Lenders, until the principal amount of all Affected Loans under such Facility has been repaid in full and (ii) to the extent of any remaining amount of such payment, to each Lender under such Facility, as set forth in clauses (a) and (b) above. Each payment made by the applicable Borrower on account of the interest on any Affected Loans under the applicable Facility shall be distributed to each Non-Defaulting Lender pro rata based on the outstanding principal amount of Affected Loans under such Facility owing to all Non-Defaulting Lenders. (d) All payments made by or on behalf of any Credit Party to or on behalf of any Lender, any Facing Agent or the Administrative Agent hereunder or under any Loan Document will be made without recoupment, setoff, counterclaim or other defense.

Method and Place of Payment. (a) Except as otherwise specifically provided hereinhereinin this Agreement, all payments to under this Agreement shall be made by the Borrower under this Agreement shall be made, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of all the Lenders entitled thereto not later than 12:00 Noon (New York time) 2:00 p.m., in each case, on the date when due. Such payments due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office of as the Administrative Agent from time to time notified shall specify for such purpose by the Administrative Agent written notice to the Borrower (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii))Borrower, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in its the Borrower’s account at an office of the Administrative Agent Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Revolving Credit Loans (whether of principal, interest or otherwise) hereunder and all other payments under each Credit Document shall be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York time) or, otherwise, on such day, otherwise the next Business Day) like funds relating to the payment of principal or interest or fees ratably to the Lenders entitled thereto. A payment shall be deemed to have been made by the Administrative Agent on the date on which it is required to be made under this Agreement if the Administrative Agent has, on or before such date, taken steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent in order to make such payment. (b) Any payments under this Agreement that are made later than 2:00 p.m. (New York time) shall be deemed to have been made on the next succeeding Business Day. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments to be made by the Borrower under this Agreement shall be mademade to Administrative Agent, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of all the Lenders entitled thereto, not later than 12:00 Noon (New York timelocal time in the city in which the Payment Office for the payment is located) on the date when due. Such payments due and shall be made in immediately available funds the currency such Loan was advanced and in each case to the account specified therefor for Administrative Agent or if no account has been so specified at the office of the Administrative Agent from time to time notified by the Administrative Agent to the Borrower (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii))Payment Office, it being understood that with respect to payments in Dollars, written telex or facsimile telecopy notice by the Borrower Company to the Administrative Agent to make a payment from the funds in its Company’s account at an office of the Administrative Agent Payment Office shall constitute the making of such payment to the extent of such funds held in such account. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. 12:00 Noon (New York time) local time in the city in which the Payment Office for the payment is located on such day, otherwise the next Business Day)) like funds relating to the payment of principal or interest or fees ratably to the Lenders entitled thereto. A payment shall be deemed to have been made by the Administrative Agent on the date on which it is required to be made under this Agreement if the Administrative Agent has, on or before such date, taken steps to make receive any such payment in accordance with the regulations or operating procedures terms of this Agreement. If and to the clearing or settlement system used extent that any such distribution shall not be so made by the Administrative Agent in order full on the same day (if payment was actually received by Administrative Agent prior to make 12:00 Noon (local time in the city in which the Payment Office for the payment is located on such paymentday)), Administrative Agent shall pay to each Lender its ratable amount thereof and each such Lender shall be entitled to receive from Administrative Agent, upon demand, interest on such amount at the overnight Federal Funds Rate (or the applicable cost of funds with respect to amounts denominated in an Alternative Currency) for each day from the date such amount is paid to Administrative Agent until the date Administrative Agent pays such amount to such Lender. (b) [RESERVED]. (c) Any payments under this Agreement that which are made by any Borrower later than 2:00 p.m. 12:00 Noon (New York timelocal time in the city in which the Payment Office for the payment is located) shall shall, for the purpose of calculation of interest, be deemed to have been made on the next succeeding Business Day. Whenever any payment to be made hereunder shall be stated to be due on a day that which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension, except that with respect to Eurocurrency Loans, if such next succeeding Business Day is not in the same month as the date on which such payment would otherwise be due hereunder or under any Note, the due date with respect thereto shall be the next preceding applicable Business Day. (d) Notwithstanding the foregoing clauses (a) and (c), if any Defaulting Lender shall have failed to fund all or any portion of any Multicurrency Revolving Loan or French Revolving Loan (each such Multicurrency Revolving Loan and/or French Revolving Loan, an “Affected Loan”), each payment by any Borrower hereunder shall be applied first to such Affected Loan and the principal amount and interest with respect to such payment shall be distributed (i) to each Non-Defaulting Lender who is a Multicurrency Revolving Lender and/or a French Revolving Lender, as applicable, pro rata based on the outstanding principal amount of Affected Loans owing to all Non-Defaulting Lenders, until the principal amount of all Affected Loans has been repaid in full and (ii) to the extent of any remaining amount of such payment, to each Multicurrency Revolving Lender and/or French Revolving Lender, as applicable, as set forth in clauses (a) and (c) above. Each payment made by the Borrower on account of the interest on any Affected Loans shall be distributed to each Non-Defaulting Lender pro rata based on the outstanding principal amount of Affected Loans owing to all Non-Defaulting Lenders.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments to under this Agreement shall be made by the Borrower under this Agreement shall be made, without set-off, counterclaim or deduction of any kind, to the Administrative Agent Agent, for the ratable account of all the Lenders L/C Issuers entitled thereto or the L/C Issuer entitled thereto, as the case may be, not later than 12:00 Noon (New York time) 3:00 p.m., in each case, on the date when due. Such payments due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office of as the Administrative Agent from time to time notified shall specify for such purpose by the Administrative Agent written notice to the Borrower (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii))Borrower, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in its the Borrower’s account at an office of the Administrative Agent Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All payments under this Agreement and each Credit Document shall be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 3:00 p.m. (New York time) or, otherwise, on such day, otherwise the next Business Day) like funds relating to the payment of principal or interest or fees ratably to the Lenders L/C Issuers entitled thereto. A payment shall be deemed to have been made by the Administrative Agent on the date on which it is required to be made under this Agreement if the Administrative Agent has, on or before such date, taken steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent in order to make such payment. (b) Any payments under this Agreement that are made later than 2:00 3:00 p.m. (New York time) shall be deemed to have been made on the next succeeding Business Day. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments to be made by the Borrower under this Agreement shall be mademade by the Borrower, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of all the Lenders entitled thereto, the Letter of Credit Issuer or the Swingline Lender entitled thereto, as the case may be, not later than 12:00 Noon (New York City time) on the date when due. Such payments due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office of as the Administrative Agent from time to time notified shall specify for such purpose by the Administrative Agent notice to the Borrower (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii))Borrower, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in its the Borrower’s account at an office of the Administrative Agent Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such amounts are denominated and all other payments under each Credit Document shall be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York City time) on such day, otherwise the next Business Day) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. A payment shall be deemed to have been thereto and, if not made by the Administrative Agent such time, on the date on which it is required to be made under this Agreement if the Administrative Agent has, on or before such date, taken steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent in order to make such paymentimmediately following Business Day. (b) Any payments under this Agreement that are made later than 2:00 p.m. (New York City time) shall be deemed to have been made on the next succeeding Business Day. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments to be made by the Borrower under this Agreement shall be made, without set-off, counterclaim or deduction of any kind, made to the Administrative Agent for the ratable (based on its pro rata share) account of all the Lenders entitled thereto, not later than 12:00 Noon noon (New York timelocal time at the Payment Office) on the date when due. Such payments due and shall be made at the Payment Office in immediately available funds at the office and in lawful money of the Administrative Agent from time to time notified by the Administrative Agent to the Borrower (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii))United States of America, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in its the Borrower’s account at an office of the Administrative Agent Payment Office shall constitute the making of such payment to the extent of such funds held in such account. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York time) on such day, otherwise the next Business Day) like funds relating to the payment of principal or interest ratably to the Lenders entitled thereto. A payment shall be deemed to have been made by the Administrative Agent on the date on which it is required to be made under this Agreement if the Administrative Agent has, on or before such date, taken steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent in order to make such payment. (b) Any payments under this Agreement that are made later than 2:00 p.m. 12:00 noon (New York timelocal time at the Payment Office) shall be deemed to have been made on the next succeeding Business Day. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension. (b) If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, Unpaid Drawings, interest and Fees then due hereunder and an Event of Default is not then in existence, such funds shall be applied (i) first, towards payment of interest and Fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and Fees then due to such parties, and (ii) second, towards payment of principal and Unpaid Drawings then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and Unpaid Drawings then due to such parties.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments to be made by the Borrower under this Agreement shall be made, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for for, as the case may be, (i) the ratable account of all the Lenders holding Revolving Credit Loans, (ii) subject to Section 2.15(c), the account of the Swingline Lender with respect to Swingline Loans or (iii) account of each Letter of Credit Issuer, not later than 12:00 Noon (New York time) on the date when due. Such payments shall be made in immediately available funds at the office of the Administrative Agent from time to time notified by the Administrative Agent to the Borrower (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii)), it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in its account at an office of the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such account. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York time) on such day, otherwise the next Business Day) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. A payment shall be deemed to have been made by the Administrative Agent on the date on which it is required to be made under this Agreement if the Administrative Agent has, on or before such date, taken steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent in order to make such payment. (b) Any payments under this Agreement that are made later than 2:00 p.m. (New York time) shall be deemed to have been made on the next succeeding Business Day. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments to be made by the Borrower under this Agreement shall be mademade by the Borrower, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of all the Lenders entitled thereto, the Letter of Credit Issuer or the Swingline Lender entitled thereto, as the case may be, not later than 12:00 Noon (New York City time) on the date when due. Such payments due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office of as the Administrative Agent from time to time notified shall specify for such purpose by the Administrative Agent notice to the Borrower (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii))Borrower, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in its the Borrower’s account at an office of the Administrative Agent Agent’s Office shall constitute con- stitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of Loans (whether of principal, interest or otherwise) hereunder shall be made in the currency in which such amounts are denominated and all other payments under each Credit Document shall be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York City time) on such day, otherwise the next Business Day) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. A payment shall be deemed to have been thereto and, if not made by the Administrative Agent such time, on the date on which it is required to be made under this Agreement if the Administrative Agent has, on or before such date, taken steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent in order to make such paymentimmediately following Business Day. (b) Any payments under this Agreement that are made later than 2:00 p.m. (New York City time) shall be deemed to have been made on the next succeeding Business Day. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments to be made by the Borrower under this Agreement shall be made, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of all the Lenders Lenders, not later than 12:00 Noon (New York time) on the date when due. Such payments shall be made in immediately available funds at the office of the Administrative Agent from time to time notified by the Administrative Agent to the Borrower (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii)), it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in its the Borrower’s account at an office of the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such account. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York time) on such day, otherwise the next Business Day) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. A payment shall be deemed to have been made by the Administrative Agent on the date on which it is required to be made under this Agreement if the Administrative Agent has, on or before such date, taken steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent in order to make such payment. (b) Any payments under this Agreement that are made later than 2:00 p.m. (New York time) shall be deemed to have been made on the next succeeding Business Day. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments to under this Agreement shall be made by the Borrower under this Agreement shall be made, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of all the Lenders entitled thereto or the Letter of Credit Issuers entitled thereto, as the case may be, not later than 12:00 Noon 2:00 p.m. (New York City time) ), in each case, on the date when due. Such payments due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office of as the Administrative Agent from time to time notified shall specify for such purpose by the Administrative Agent notice to the Borrower (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii)), Borrower; it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in its the Borrower’s account at an office of the Administrative Agent Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder and all other payments under each Credit Document shall be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York City time) or, otherwise, on such day, otherwise the next Business DayDay in the sole discretion of the Administrative Agent) like funds relating to the payment of principal or interest or fees ratably to the Lenders or the Letter of Credit Issuers, as applicable, entitled thereto. A payment shall be deemed to have been made by the Administrative Agent on the date on which it is required to be made under this Agreement if the Administrative Agent has, on or before such date, taken steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent in order to make such payment. (b) Any For purposes of computing interest or fees, any payments under this Agreement that are made later than 2:00 p.m. (New York City time) shall be deemed to have been made on the next succeeding Business DayDay in the sole discretion of the Administrative Agent. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments to under this Agreement shall be made by the Borrower under this Agreement shall be made, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of all the Lenders entitled thereto not later than 12:00 Noon (New York time) on the date when due. Such payments due and shall be made in the case of amounts payable in Dollars, in immediately available funds at the office of the Administrative Agent from time to time notified by the Administrative Agent to the Borrower (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii))Agent’s Office, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in its the Borrower’s account at an office of the Administrative Agent Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All payments under each Credit Document (whether of principal, interest or otherwise) shall be made (i) in the case of the principal of and interest on each Loan, in the currency in which such Loan is denominated or (ii) in the case of any indemnification or expense reimbursement payment, in Dollars, except as otherwise expressly provided herein. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York time) on such day, otherwise the next Business Day) like funds relating to the payment of principal or interest ratably to the Lenders entitled thereto. A payment shall be deemed to have been made by the Administrative Agent on the date on which it is required to be made under this Agreement if the Administrative Agent has, on or before such date, taken steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent in order to make such payment. (b) Any payments under this Agreement that are made later than 2:00 p.m. (New York time) shall be deemed to have been made on the next succeeding Business Day. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments to be made by the Borrower under this Agreement shall be mademade by each Borrower, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of all the Lenders entitled thereto or the Letter of Credit Issuer entitled thereto, as the case may be, not later than 12:00 Noon (New York time) on the date when due. Such payments due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office of as the Administrative Agent from time to time notified shall specify for such purpose by the Administrative Agent notice to the Borrower (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii))Company, it being understood that written or facsimile notice by the a Borrower to the Administrative Agent to make a payment from the funds in its such Xxxxxxxx’s account at an office of the Administrative Agent Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of Loans (whether of principal, interest or otherwise) hereunder shall be made in US Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York time) 12:00 noon on such day, otherwise the next Business Day) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. A payment shall be deemed to have been made by the Administrative Agent on the date on which it is required to be made under this Agreement if the Administrative Agent has, on or before such date, taken steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent in order to make such payment. (b) Any payments under this Agreement that are made later than 2:00 1:00 p.m. (New York time) shall may, at the election of the Administrative Agent, be deemed to have been made on the next succeeding Business Day. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments such extension of principal, interest time shall be payable during such extension reflected in computing interest or fees (as the case may be) at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments to be made by the Borrower under this Agreement shall be made, without set-off, counterclaim or deduction of any kind, made to the Administrative Agent for the ratable (based on its PRO RATA share) account of all the Lenders entitled thereto, not later than 12:00 Noon noon (New York timelocal time at the Payment Office) on the date when due. Such payments due and shall be made at the Payment Office in immediately available funds and in lawful money of the United States of America, at the office of the Administrative Agent from time to time notified by the Administrative Agent to the Borrower (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii))Payment Office, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in its the Borrower's account at an office of the Administrative Agent Payment Office shall constitute the making of such payment to the extent of such funds held in such account. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York time) on such day, otherwise the next Business Day) like funds relating to the payment of principal or interest ratably to the Lenders entitled thereto. A payment shall be deemed to have been made by the Administrative Agent on the date on which it is required to be made under this Agreement if the Administrative Agent has, on or before such date, taken steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent in order to make such payment. (b) Any payments under this Agreement that which are made later than 2:00 p.m. 12:00 noon (New York timelocal time at the Payment Office) shall be deemed to have been made on the next succeeding Business Day. Whenever any payment to be made hereunder shall be stated to be due on a day that which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension. (b) If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, Unpaid Drawings, interest and Fees then due hereunder and an Event of Default is not then in existence, such funds shall be applied (i) FIRST, towards payment of interest and Fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and Fees then due to such parties, and (ii) SECOND, towards payment of principal and Unpaid Drawings then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and Unpaid Drawings then due to such parties.

Method and Place of Payment. (a) All payments to be made by the Borrower shall be made free and clear of and without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise specifically provided herein, all payments to be made by the Borrower under this Agreement hereunder shall be made, without set-off, counterclaim or deduction of any kind, made to the Administrative Agent for the ratable account of all the Lenders entitled thereto or the Letter of Credit Issuer entitled thereto, as the case may be, not later than 12:00 Noon (New York time) 2:00 p.m., in each case, on the date when duedue and in immediately available funds to the Administrative Agent’s Office. Such payments All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in immediately available funds at the office of the Administrative Agent from time to time notified by the Administrative Agent to the Borrower (but initially the office set forth for the Administrative Agent currency in Section 12.2(a)(ii))which such Loans are denominated and all other payments under each Loan Document shall, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in its account at an office of the Administrative Agent shall constitute the making of such payment to the extent of such funds held unless otherwise specified in such accountLoan Document, be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York time) or, otherwise, on such day, otherwise the next Business DayDay in the Administrative Agent’s sole discretion) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. A payment shall be deemed to have been made by the Administrative Agent on the date on which it is required to be made under this Agreement if the Administrative Agent has, on or before such date, taken steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent in order to make such payment. (b) Any payments under this Agreement that are made later than 2:00 p.m. (New York time) shall may be deemed to have been made on the next succeeding Business DayDay in the Administrative Agent’s sole discretion for purposes of calculating interest and fees thereon. Whenever Except as otherwise provided herein, whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest and applicable fees shall be payable during such extension at the applicable rate in effect immediately prior to such extension. (c) If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans, L/C Participations or Swing Line Participations resulting in such Lender receiving payment of a proportion of the aggregate amount of such Loans, L/C Participations or Swing Line Participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (i) notify the Administrative Agent of such fact, and

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments to be made by the Borrower under this Agreement shall be made, without set-off, counterclaim or deduction of any kind, made to the Administrative Agent for the ratable (based on its pro rata share) account of all the Lenders entitled thereto, not later than 12:00 Noon noon (New York timelocal time at the Payment Office) on the date when due. Such payments due and shall be made at the Payment Office in immediately available funds at the office and in lawful money of the Administrative Agent from time to time notified by the Administrative Agent to the Borrower (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii))United States of America, it being understood that written or facsimile notice by the Borrower Representative to the Administrative Agent to make a payment from the funds in its the Borrower Representative's account at an office of the Administrative Agent Payment Office shall constitute the making of such payment to the extent of such funds held in such account. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York time) on such day, otherwise the next Business Day) like funds relating to the payment of principal or interest ratably to the Lenders entitled thereto. A payment shall be deemed to have been made by the Administrative Agent on the date on which it is required to be made under this Agreement if the Administrative Agent has, on or before such date, taken steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent in order to make such payment. (b) Any payments under this Agreement that are made later than 2:00 p.m. 12:00 noon (New York timelocal time at the Payment Office) shall be deemed to have been made on the next succeeding Business Day. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension. (b) If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, Unpaid Drawings, interest and Fees then due hereunder and an Event of Default is not then in existence, such funds shall be applied (i) first, towards payment of interest and Fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and Fees then due to such parties, and (ii) second, towards payment of principal and Unpaid Drawings then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and Unpaid Drawings then due to such parties.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments to under this Agreement shall be made by the Borrower under this Agreement shall be madeand Holdings, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of all the Lenders entitled thereto not later than 12:00 Noon (New York City time) on the date when due. Such payments due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office of as the Administrative Agent from time to time notified shall specify for such purpose by the Administrative Agent notice to the Borrower (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii))Borrower, it being understood that written or facsimile notice by the Borrower and Holdings to the Administrative Agent to make a payment from the funds in its the Borrower’s or Holdings’ account at an office of the Administrative Agent Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All payments under each Credit Document (whether of principal, interest or otherwise) shall be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York City time) on such day, otherwise the next Business Day) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. A payment shall be deemed to have been made by the Administrative Agent on the date on which it is required to be made under this Agreement if the Administrative Agent has, on or before such date, taken steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent in order to make such payment. (b) Any payments under this Agreement that are made later than 2:00 p.m. (New York City time) shall be deemed to have been made on the next succeeding Business DayDay in the Administrative Agent’s sole discretion. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments to under this Agreement shall be made by the Borrower under this Agreement shall be made, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of all the Lenders entitled thereto not later than 12:00 Noon 1:00 p.m. (New York City time) ), in each case, on the date when due. Such payments due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office of the Administrative Agent from time to time notified by the Administrative Agent to the Borrower (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii)), it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in its account at an office of as the Administrative Agent shall constitute the making of specify for such payment purpose by notice to the extent Borrower. All repayments or prepayments of such funds held any Loans (whether of principal, interest or otherwise) hereunder and all other payments under each Credit Document shall be made in such accountDollars. The Administrative Agent will thereafter cause to be distributed on the same day (if (x) payment was actually received by the Administrative Agent prior to 2:00 1:00 p.m. (New York City time), (y) the Administrative Agent has been afforded sufficient time to prepare such payment for distribution, and (z) in the case of a mandatory prepayment, written notice from the Borrower in respect of such prepayment was actually received by the Administrative Agent as contemplated under Section 5.2) or, otherwise, on such day, otherwise the next Business Day) Day in the sole discretion of the Administrative Agent, like funds relating to the payment of principal or interest or fees ratably to the Lenders entitled thereto. A payment shall be deemed to have been made by the Administrative Agent on the date on which it is required to be made under this Agreement if the Administrative Agent has, on or before such date, taken steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent in order to make such payment. (b) Any For purposes of computing interest or fees, any payments under this Agreement that are made later than 2:00 1:00 p.m. (New York City time) shall be deemed to have been made on the next succeeding Business DayDay in the sole discretion of the Administrative Agent. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all cash payments to be made by the Borrower under this Agreement shall be mademade by the Borrower, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of all the Lenders entitled thereto not later than 12:00 Noon (New York City time) on the date when due. Such payments due and shall be made in immediately available funds at the Administrative Agent’s Lending Office or at such other office of as the Administrative Agent from time to time notified shall specify for such purpose by the Administrative Agent notice to the Borrower (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii))Borrower, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in its the Borrower’s account at an office of the Administrative Agent Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All cash payments under each Loan Document (whether of principal, interest or otherwise) shall be made in U.S. Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York City time) on such day, otherwise the next Business Day) like funds relating to the payment of principal or interest or fees ratably to the Lenders entitled thereto. A payment shall be deemed to have been made by the Administrative Agent on the date on which it is required to be made under this Agreement if the Administrative Agent has, on or before such date, taken steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent in order to make such payment. (b) Any cash payments under this Agreement that are made later than 2:00 p.m. (New York City time) shall be deemed to have been made on the next succeeding Business Day. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments to be made by the Borrower under this Agreement shall be made, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of all the Lenders not later than 12:00 Noon (New York time) on the date when due. Such payments shall be made in immediately available funds at the office of the Administrative Agent from time to time notified by the Administrative Agent to the Borrower (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii))Funding Office, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in its the Borrower’s account at an office of the Administrative Agent Funding Office shall constitute the making of such payment to the extent of such funds held in such account. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York time) on such day, otherwise the next Business Day) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. A payment shall be deemed to have been made by the Administrative Agent on the date on which it is required to be made under this Agreement if the Administrative Agent has, on or before such date, taken steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent in order to make such payment. (b) Any payments under this Agreement that are made later than 2:00 p.m. (New York time) shall be deemed to have been made on the next succeeding Business Day. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (ai) Except as otherwise specifically provided herein, all payments to be made by the Borrower under this Agreement shall be mademade to Administrative Agent, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of all the Lenders entitled thereto, not later than 12:00 Noon (New York timelocal time in the city in which the Payment Office for the payment is located) on the date when due. Such payments due and shall be made in immediately available funds in the Applicable Currency and in each case to the account specified therefor for Administrative Agent or if no account has been so specified at the office of the Administrative Agent from time to time notified by the Administrative Agent to the Borrower (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii))Payment Office, it being understood that with respect to payments in Dollars, written telex or facsimile telecopy notice by the U.S. Borrower to the Administrative Agent to make a payment from the funds in its U.S. Borrower’s account at an office of the Administrative Agent Payment Office shall constitute the making of such payment to the extent of such funds held in such account. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York time) 12:00 Noon or local time in the city in which the Payment Office for the payment is located on such day, otherwise the next Business Day) like funds relating to the payment of principal or interest or fees ratably to the Lenders entitled thereto. A payment shall be deemed to have been made by the Administrative Agent on the date on which it is required to be made under this Agreement if the Administrative Agent has, on or before such date, taken steps to make receive any such payment in accordance with the regulations or operating procedures terms of this Agreement. If and to the clearing or settlement system used extent that any such distribution shall not be so made by the Administrative Agent in order full on the same day (if payment was actually received by Administrative Agent prior to make 12:00 Noon or local time in the city in which the Payment Office for the payment is located on such payment. (b) Any payments under this Agreement that are made later than 2:00 p.m. (New York time) day), Administrative Agent shall pay to each Lender its ratable amount thereof and each such Lender shall be deemed entitled to have been made receive from Administrative Agent, upon demand, interest on such amount at the next succeeding Business Day. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, overnight Federal Funds Rate (or the due date thereof shall be extended to the next succeeding Business Day and, applicable cost of funds with respect to payments of principal, interest shall be payable during amounts denominated in an Alternative Currency) for each day from the date such extension at amount is paid to Administrative Agent until the applicable rate in effect immediately prior date Administrative Agent pays such amount to such extensionLender.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments to be made by the Borrower under this Agreement shall be made, without set-off, counterclaim or deduction of any kind, made to the Administrative Agent for the ratable account of all the Lenders entitled thereto, not later than 12:00 Noon 1:00 P.M. (New York time) on the date when due. Such payments due and shall be made in immediately available funds and in lawful money of the United States of America at the office of the Administrative Agent from time to time notified by the Administrative Agent to the Borrower (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii))Payment Office, it being understood that written written, telex or facsimile telecopy notice by from the Borrower to the Administrative Agent to make a payment from the funds in its the Borrower's account at an office of the Administrative Agent Payment Office shall constitute the making of such payment to the extent of such funds held in such account. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. P.M. (New York time) on such day, otherwise the next Business Day) like funds relating to the payment of principal or interest ratably or fees and expenses ratable to the Lenders entitled thereto. A payment shall be deemed to have been made by the Administrative Agent on the date on which it is required to be made under this Agreement if the Administrative Agent has, on or before such date, taken steps to make receive any such payment in accordance with the regulations or operating procedures terms of this Agreement. If and to the clearing or settlement system used extent that any such distribution shall not be so made by the Administrative Agent in order full on the same day (if payment was actually received by the Administrative Agent prior to make 2:00 P.M. (New York time) on such paymentday), the Administrative Agent shall pay to each Lender its ratable amount thereof and each such Lender shall be entitled to receive from the Administrative Agent, upon demand, interest on such amount at the Federal Funds Effective Rate for each day from the date such amount is paid to the Administrative Agent until the date the Administrative Agent pays such amount to such Lender. (b) Any payments under this Agreement that which are made later than 2:00 p.m. 1:00 P.M. (New York time) shall be deemed to have been made on the next succeeding Business Day. Whenever any payment to be made hereunder shall be stated to be due on a day that which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments to be made by the Borrower under this Agreement shall be mademade by each Borrower, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of all the Lenders entitled thereto, not later than 12:00 Noon (New York time) on the date when due. Such payments due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office of as the Administrative Agent from time to time notified shall specify for such purpose by the Administrative Agent notice to the Borrower (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii))Company, it being understood that written or facsimile notice by the a Borrower to the Administrative Agent to make a payment from the funds in its such Borrower’s account at an office of the Administrative Agent Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All repayments or prepayments of Loans (whether of principal, interest or otherwise) hereunder shall be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York time) 12:00 noon on such day, otherwise the next Business Day) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. A payment shall be deemed to have been made by the Administrative Agent on the date on which it is required to be made under this Agreement if the Administrative Agent has, on or before such date, taken steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent in order to make such payment. (b) Any payments under this Agreement that are made later than 2:00 1:00 p.m. (New York time) shall be deemed to have been made on the next succeeding Business Day. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments such extension of principal, interest time shall be payable during such extension reflected in computing interest or fees (as the case may be) at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments to under this Agreement shall be made by the Borrower under this Agreement shall be made, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of all the Lenders entitled thereto not later than 12:00 Noon 1:00 p.m. (New York City time) ), in each case, on the date when due. Such payments due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office of the Administrative Agent from time to time notified by the Administrative Agent to the Borrower (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii)), it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in its account at an office of as the Administrative Agent shall constitute the making of specify for such payment purpose by notice to the extent Borrower. All repayments or prepayments of such funds held any Loans (whether of principal, interest, the Applicable Premium or otherwise) hereunder and all other payments under each Credit Document shall be made in such accountDollars. The Administrative Agent will thereafter cause to be distributed on the same day (if (x) payment was actually received by the Administrative Agent prior to 2:00 1:00 p.m. (New York City time), (y) the Administrative Agent has been afforded sufficient time to prepare such payment for distribution, and (z) in the case of a prepayment, written notice from the Borrower in respect of such prepayment was actually received by the Administrative Agent as contemplated under Section 5.1 or 5.2) or, if not received by the Administrative Agent by such time, on such day, otherwise the next Business Day) Day in the sole discretion of the Administrative Agent, like funds relating to the payment of principal principal, interest or interest premium or fees ratably to the Lenders entitled thereto. A payment shall be deemed to have been made by the Administrative Agent on the date on which it is required to be made under this Agreement if the Administrative Agent has, on or before such date, taken steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent in order to make such payment. (b) Any For purposes of computing interest or fees, any payments under this Agreement that are made later than 2:00 1:00 p.m. (New York City time) shall be deemed to have been made on the next succeeding Business DayDay in the sole discretion of the Administrative Agent. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments to be made by the Borrower under this Agreement shall be made, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of all the Lenders entitled thereto not later than 12:00 Noon noon (New York time) Local Time), on the date when due. Such payments due and shall be made (i) in the case of amounts payable in Dollars, in immediately available funds at the Administrative Agent's Office and (ii) in the case of amounts payable in Euro, in immediately available funds at the Administrative Agent's Office or at such other office of as the Administrative Agent from time to time notified shall specify for such purpose by the Administrative Agent notice to the Borrower (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii))Borrower, it being understood that written or facsimile telecopy notice by the Borrower to the Administrative Agent to make a payment from the funds in its the Borrower's account at an office of the Administrative Agent Agent's Office shall constitute the making of such payment to the extent of such funds held in such account. All payments under each Credit Document (whether of principal, interest or otherwise) shall be made in (i) in the case of the principal of an interest on each Loan, in the currency in which such Loan is denominated, (ii) in the case of any indemnification or expense reimbursement payment, in Dollars or Euro, as requested by the Person entitled to receive such payment and (iii) in all other cases, in Dollars, in each case, except as otherwise expressly provided herein. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. P.M. (New York timeLocal Time) on such day, otherwise the next Business Day) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. A payment shall be deemed to have been made by the Administrative Agent on the date on which it is required to be made under this Agreement if the Administrative Agent has, on or before such date, taken steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent in order to make such payment. (b) Any payments under this Agreement that are made later than 2:00 p.m. (New York time) Local Time), shall be deemed to have been made on the next succeeding Business Day. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments to be made by the Borrower under this Agreement shall be mademade by the Borrower, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of all the Lenders entitled thereto, not later than 12:00 Noon (New York City time) on the date when due. Such payments due and shall be made in immediately available funds at the Administrative Agent’s Office or at such other office of as the Administrative Agent from time to time notified shall specify for such purpose by the Administrative Agent notice to the Borrower (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii))Borrower, it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in its the Borrower’s account at an office of the Administrative Agent Agent’s Office shall constitute the making of such payment to the extent of such funds held in such account. All payments under each Credit Document (whether of principal, interest or otherwise) shall be made in Dollars. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. p m. (New York City time) on such day, otherwise the next Business Day) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. A payment shall be deemed to have been made by the Administrative Agent on the date on which it is required to be made under this Agreement if the Administrative Agent has, on or before such date, taken steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent in order to make such payment. (b) Any payments under this Agreement that are made later than 2:00 p.m. (New York City time) shall be deemed to have been made on the next succeeding Business Day. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments to be made by the Borrower under this Agreement shall be made, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of all the Lenders not later than 12:00 Noon (New York time) on the date when due. Such payments shall be made in immediately available funds at the office of the Administrative Agent from time to time notified by the Administrative Agent to the Borrower (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii11(a)(ii)), it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in its the Borrower’s account at an office of the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such account. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York time) on such day, otherwise the next Business Day) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. A payment shall be deemed to have been made by the Administrative Agent on the date on which it is required to be made under this Agreement if the Administrative Agent has, on or before such date, taken steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent in order to make such payment. (b) Any payments under this Agreement that are made later than 2:00 p.m. (New York time) shall be deemed to have been made on the next succeeding Business Day. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments to be made by the Borrower under this Agreement shall be mademade to Administrative Agent, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of all the Lenders entitled thereto, not later than 12:00 Noon 1:00 p.m. (New York City time) on the date when due. Such payments due and shall be made in immediately available funds in Dollars and in each case to the account specified therefor for Administrative Agent or if no account has been so specified at the office of the Administrative Agent from time to time notified by the Administrative Agent to the Borrower (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii))Payment Office, it being understood that with respect to payments in Dollars, written telex or facsimile telecopy notice by the Borrower Company to the Administrative Agent to make a payment from the funds in its Company's account at an office of the Administrative Agent Payment Office shall constitute the making of such payment to the extent of such funds held in such account. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 1:00 p.m. (New York City time) on such day, otherwise the next Business Day) like funds relating to the payment of principal or interest or fees ratably to the Lenders entitled thereto. A payment shall be deemed to have been made by the Administrative Agent on the date on which it is required to be made under this Agreement if the Administrative Agent has, on or before such date, taken steps to make receive any such payment in accordance with the regulations or operating procedures terms of this Agreement. If and to the clearing or settlement system used extent that any such distribution shall not be so made by the Administrative Agent in order full on the same day (if payment was actually received by Administrative Agent prior to make 1:00 p.m. (New York City time) on such paymentday), Administrative Agent shall pay to each Lender its ratable amount thereof and each such Lender shall be entitled to receive from Administrative Agent, upon demand, interest on such amount at the overnight Federal Funds Rate for each day from the date such amount is paid to Administrative Agent until the date Administrative Agent pays such amount to such Lender. (b) Any payments under this Agreement that which are made by Company later than 2:00 1:00 p.m. (New York City time) shall shall, for the purpose of calculation of interest, be deemed to have been made on the next succeeding Business Day. Whenever any payment to be made hereunder shall be stated to be due on a day that which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension, except that with respect to Eurocurrency Loans, if such next succeeding Business Day is not in the same month as the date on which such payment would otherwise be due hereunder or under any Note, the due date with respect thereto shall be the next preceding applicable Business Day. (c) Unless Administrative Agent shall have received notice from Company prior to the date on which any payment is due to Administrative Agent for the account of the Lenders or the Facing Agent hereunder that Company will not make such payment, the Administrative Agent may assume that Company has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Facing Agent, as the case may be, the amount due. In such event, if Company has not in fact made such payment, then each of the Lenders or the Facing Agent, as the case may be, severally agrees to repay to Administrative Agent forthwith on demand the amount so distributed to such Lender or the Facing Agent, with interest thereon, for each day from and including the date such amount is distributed to it but excluding the date of payment to Administrative Agent, at the Federal Funds Rate for amounts in Dollars for the first three days and thereafter at the Federal Funds Rate plus 1%.

Method and Place of Payment. (a) All payments to be made by the BorrowerBorrowers shall be made free and clear of and without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise specifically provided herein, all payments to by the BorrowerBorrowers hereunder shall be made by the Borrower under this Agreement shall be made, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for the ratable account of all the Lenders entitled thereto or the Letter of Credit Issuer entitled thereto, as the case may be, not later than 12:00 Noon (New York timei) 2:00 p.m., in the case of payments in Dollars or (ii) the Applicable Time specified by the Administrative Agent in the case of payments in an Alternative Currency, in each case, on the date when duedue and in Same Day Funds to the applicable Administrative Agent’s Office. Such payments All repayments or prepayments of any Loans (whether of principal, interest or otherwise) hereunder shall be made in immediately available funds at the office currency in which such Loans are denominated and all other payments under each Loan Document shall, unless otherwise specified in such Loan Document, be made in Dollars. Without limiting the generality of the foregoing, the Administrative Agent may require that any payments due under this Agreement be made in the United States. If, for any reason, theany Borrower is prohibited by any Lawlaw from time to time notified by making any required payment hereunder in an Alternative Currency, thesuch Borrower shall make such payment in Dollars in the Administrative Agent to the Borrower (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii)), it being understood that written or facsimile notice by the Borrower to the Administrative Agent to make a payment from the funds in its account at an office Dollar Equivalent of the Administrative Agent shall constitute the making of such Alternative Currency payment to the extent of such funds held in such accountamount. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to (i) 2:00 p.m. p.m., in the case of payments in Dollars or (New York timeii) the Applicable Time specified by the Administrative Agent in the case of payments in an Alternative Currency, or, otherwise, on such day, otherwise the next Business DayDay in the Administrative Agent’s sole discretion) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. A payment shall be deemed to have been made by the Administrative Agent on the date on which it is required to be made under this Agreement if the Administrative Agent has, on or before such date, taken steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent in order to make such payment. (b) Any payments under this Agreement that are made later than (i) 2:00 p.m. p.m., in the case of payments in Dollars or (New York timeii) shall the Applicable Time specified by the Administrative Agent in the case of payments in an Alternative Currency, may be deemed to have been made on the next succeeding Business DayDay in the Administrative Agent’s sole discretion for purposes of calculating interest and fees thereon. Whenever Except as otherwise provided herein, whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest and applicable fees shall be payable during such extension at the applicable rate in effect immediately prior to such extension.

Method and Place of Payment. (a) Except as otherwise specifically provided herein, all payments to be made by the any Borrower under this Agreement shall be made, without set-off, counterclaim or deduction of any kind, to the Administrative Agent for for, as the case may be, (i) the ratable account of all the Lenders holding Revolving Credit Loans, (ii) the account of the Swingline Lender or (iii) the account of each Letter of Credit Issuer, not later than 12:00 Noon noon (New York time) on the date when due. Such payments shall be made in immediately available funds at the office of the Administrative Agent from time to time notified by the Administrative Agent to the Borrower Borrowers (but initially the office set forth for the Administrative Agent in Section 12.2(a)(ii)), it being understood that written or facsimile notice by the a Borrower to the Administrative Agent to make a payment from the funds in its account at an office of the Administrative Agent shall constitute the making of such payment to the extent of such funds held in such account. The Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. (New York time) on such day, otherwise the next Business Day) like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. A payment shall be deemed to have been made by the Administrative Agent on the date on which it is required to be made under this Agreement if the Administrative Agent has, on or before such date, taken steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent in order to make such payment. (b) Any payments under this Agreement that are made later than 2:00 p.m. (New York time) shall be deemed to have been made on the next succeeding Business Day. Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension.